Ensuring that your system is ready for PSC

PSC information can be stored within Diligent Entities manually and/or automatically by running the PSC report/auto script, all of which is described in Populating your PSC Register.

However, before you run your PSC report (which helps you both to identify your potential PSCs/RRLEs/ORPs and to populate your PSC records), it is essential that you undertake a few housekeeping tasks:

• Is all the required information for your PSC/RRLE/ORP entered in your system? (see Statutory Entity Details for information on statutory entity details).
• Have you identified any potential RRLEs who are listed on a regulated market? (see List of Regulated Markets for the full list).
• Have you entered your RRLEs' place of registration?
• Have you identified your ORPs?
• Have you changed the Company type for the relevant Listed Public Limited Companies so that the system does not try to produce a PSC Register for the legal entity?

All Mandatory PSCs'/RRLEs'/ORPs' Particulars Stored within the Application

Once the PSCs, RRLEs and/or ORPs are identified, Users must ensure that their particulars have been thoroughly and accurately stored within the application as these will be disclosed in the PSC Register and the relevant forms. For a full list of mandatory details, refer to Statutory Entity Details.

The missing details can equally be verified within Diligent Entities, by using the Validations feature of the software.

• Open the Company and navigate to Compliance > Validations.

The statutory data that would still need to be recorded in the system against the PSCs/RRLEs/ORPs will be shown as an error on screen, noting that these checks are only carried out against PSC records already added for the Company. If no PSC records were added against the Company, a different error will be displayed within the Validations section.

Where there are any changes to the PSCs', RRLEs' or ORPs' details, these must be performed by using the standard Wizards functionality within the application (for example, the Change Particulars Wizard, etc.). This will ensure that the modifications performed are accurately captured within your PSC Register, the IN01/LLIN01 forms and SLP/SP equivalents (if applicable), and that the relevant PSC forms are produced by the application. For more information on amending entity details and generating the appropriate forms, refer to Dealing with Changes to your PSCs/RRLEs/ORPs and their Details.

Marking an Overseas Legal Entity as 'Listed on regulated/specified market'

Non UK entities will only appear on your PSC report/register if they are marked as listed on regulated/specified market within Diligent Entities. To do this, Users must:

• Open the relevant overseas Company.
• Go to Company Details.
• Select Edit.

• Navigate to Significant Control > Listed on regulated/specified market.
• Select Yes if applicable.
• Save your changes.

This will alert the system to include the entity as a RRLE when looking at a Company's group structure to identify the RRLEs. If the entity controls more than 25% of a UK Entity, the report/auto script (see Generating your PSC Report/Auto Script to identify potential PSCs, RRLEs or ORPs for more details) will identify it as a RRLE and it will appear in the PSC report and register.

Additional Registrations

The Act requires all Companies to list any additional registrations they may have. For example, if they are registered with Companies House and the Charities Commission, the Charities Commission needs to be added in the Additional Registrations text box.

To add these additional registrations:

• Go to Company Details > Edit.
• Scroll down to the Significant Control section and type in the details.
• Save your changes.

Register in which RLE is Entered

The register in which the RRLE is entered must also be added within the application, disclosed within the PSC Register, submitted to Companies House through form PSC02/LLPSC02 (or SLP/SP equivalent), and subsequently amended using form PSC05/LLPSC05 or SLP/SP equivalent. Furthermore, the Small Business, Enterprise and Employment Act 2015 requires that PSC details, including RRLE register information, are shown when incorporating new Companies, LLPs, SLPs and SPs (in the IN01 and LLIN01 forms and SLP/SP equivalents).

This is controlled one of two ways:

• By entering these details in the Place of Registration field for the relevant RRLE (see screenshot below) (via Company/Other Entity Details > Edit) or
• If the field is left blank and the RLE has Country set as United Kingdom, the application will default to outputting the text 'Companies House' in this field.

The information will then appear in the PSC Register (see below) and shown within the relevant PSC and Incorporation forms.

Also note that, when generating an Incorporation form, a PSC02/LLPSC02 form, a PSC05/LLPSC05 form and equivalent forms for Scottish qualifying partnerships, if supplying the Register in which the RRLE is entered (including Country/State), its Registration Number must equally be completed and vice versa.

Where the RRLE is a non-EEA Company, if this information is not available, the fields can be suppressed from the Incorporation Form by:

• Navigating to the Entity Details page and
• Setting the UK forms – "Where the entity is registered" is N/A option to 'Yes'.

The field is hidden by default but it can be enabled by Users with Administrator rights under System Tools > User Defined Fields > Other Entities Only.

• Select the Options Menu adjacent to the field and
• Select Change Visibility > Visible.

If the override is not enabled and an IN01/LLIN01, a PSC02/LLPSC02, a PSC05/LLPSC05 or an SLP/SP equivalent form is produced, if any of the relevant fields have not been recorded an error message will be generated if an attempt is made to E-File. Furthermore, if the override has been enabled and any future changes occur to these fields, these changes must be recorded by editing the record and not via the Wizard. If changes are made using the Wizard and not as an edit, although a form will be generated, the changes would be hidden (blanked out).

Identifying a Company or Other Entity within the Application as an ORP

If the conditions listed in Requirements at a Glance are met by an ORP, its legal form must be disclosed in the PSC Register, its details must be submitted to Companies House through form PSC03/LLPSC03 or SLP/SP equivalent, and subsequently amended using form PSC06/LLPSC06 or SLP/SP equivalent. Alternatively, ORP details can be supplied to Companies House upon incorporating the Company, in the IN01 and LLIN01 forms (in Part 5, section J1) or SLP/SP equivalent.

To classify a Company / Other Entity as an ORP:

• Locate and open the relevant entity.
• Go to Company/Other Entity Details > Edit.
• Navigate to the Significant Control section and select the type of ORP (for example, Corporation Sole or Local Authority) from the Other Registrable Person.
• Save your changes.

Once saved, this will identify the entity as an ORP and will ensure that its legal form (for example, Corporation Sole) is accurately displayed within the PSC Register (see screenshot below) and that the appropriate forms are produced when adding/removing the entity in/from the Register and when changing its details.

Furthermore, by identifying the entity as an ORP, the entity will be listed in the correct section of the Incorporation form.

Governing Law

Another piece of information that appears on your PSC Register, as well as on the IN01/LLIN01 (or SLP/SP equivalents) and PSC forms respectively, is the Governing Law.

The data for this field is automatically populated based on the country selected for the RRLE/ORP, though it can be amended if necessary (see Dealing with Changes to your PSCs/RRLEs/ORPs and their Details for details). Note that the field may first need to be unhidden by following similar steps to the ones described earlier in this article.

Changing Company Type to Identify Listed PLCs

If you have a UK Listed Company that may be the RRLE for its subsidiaries but is not required to keep a PSC Register (see Introduction to PSC for more details regarding entities that fall into this category), you must identify it as such by:

• Opening the Company.
• Selecting Edit from the Company Details page.
• Navigating to Company Type.
• Setting the field to Public Limited Company (Listed).
• Saving your changes.

This will prompt the PSC auto script/report (see Populating your PSC Register for more details) to ignore this Company for the purpose of creating a PSC Register.

Additional Details to be Entered for Your PSCs

As mentioned before, the new legislation requires that PSC information is supplied when incorporating new Companies/LLPs/SLPs/SPs (i.e. in the IN01 and LLIN01 forms and SLP/SP equivalents). Furthermore, forms must be submitted to Companies House to notify them about changes to your Company's/SE's/LLP's/SLP's/SP's PSC Register.

In addition to the details described in the previous sections (for example, the register in which the RRLE is entered), there is further information to be entered within the application for it to be shown in the forms. For example, if the PSC was granted an exemption from having their residential address displayed in the public PSC Register, this must also be included in the forms (and thus recorded within the application).

The next two sections describe what other information might need to be recorded against your PSCs, noting that these details can be added either before or after running your PSC Report/Auto Script, but before generating your forms.

Dealing with 790ZF Individual Exemptions

Section 790ZF of the Companies Act 2006 enables the residential address details of PSCs to be afforded the same protection as applies to Company directors. This means that residential address details of PSCs will not appear on either the PSC Register made available to the public by a Company/SE/SLP/SP/LLP or the public register at Companies House. The information will be held by Companies House but will only be available to specified public authorities and CRAs on request.

On Company and LLP Incorporation forms (IN01/LLIN01) and on certain PSC forms (for example, PSC01/LLPSC01 and SLP/SP equivalent), where Individuals are disclosed as PSCs, there is the ability to record, if applicable, their 790ZF exemption. The section 790ZF exemption applies across all Companies where the Individual is a PSC.

There are three User Defined Fields (UDFs) to record 790ZF exemptions for Companies, LLPs and overseas Companies within Diligent Entities. The three fields are not visible by default and should only be enabled in the application if and when an Individual has been granted a 790ZF exemption. A User with Administrator rights will need to make the fields visible before an Individual can have the relevant 790ZF exemption enabled.

To enable the fields:

• Access System Tools.
• Select User Defined Fields > Individuals Only.
• If needed, filter the records for United Kingdom UDFs as shown in the screenshot below.

• Locate the following fields: 790ZF Exemption - UK Companies (Quick Reference SYS_790ZFCO), 790ZF Exemption - UK LLPs (Quick Reference SYS_790ZFLLP) and 790ZF Exemption - Overseas Companies (Quick Reference SYS_790ZFOS), noting that there are three 790ZF fields because an Individual needs to apply separately for 790ZF exemptions for UK Companies, LLPs and overseas Companies (as applicable).
• Select the Options Menu adjacent to the relevant field and change their visibility to 'Visible'.

Once the field(s) has/have been made visible:

• Find the relevant Individual.
• Go to Individual Details page and
• Select Edit.
• Select the applicable 790ZF Exemption checkbox(es)
• Save your changes.

These options will be reflected on the PSC Register of the Company for which the Individual is a PSC.

As well as on the PSC01, LLPSC01 (and SLP/SP equivalent) and Incorporation forms, with the relevant PSC section automatically being selected/completed.

Dealing with 790ZG Individual Exemptions

Section 790ZG of the Companies Act 2006, Part 21A introduces a process allowing people to apply for the provision requiring the registrar and the Company to refrain from using or disclosing PSC particulars (i.e. a 'super secure' status). This would result in all their PSC particulars, and the fact that they are a PSC, being suppressed.

If a 790ZG 'super secure' exemption is granted for an Individual, the standard Company and LLP Incorporation and PSC forms cannot be used, and are not E-fileable. Instead, different (secure) forms, which are coloured to differentiate themselves from the standard ones, must be requested from Companies House (secureforms@companieshouse.gov.uk), completed on paper and filed by sending to a specific postal address at Companies House.

A 790ZG exemption can only be applied for, and granted, on a per Company basis for an Individual PSC. For this reason, the exemption must be recorded within the Company/SE/SLP/SP/LLP as part of the PSC details for that Individual. Populating your PSC Register explains how to record this information within the application.