From January 2016, Companies will be required to keep a Register of Persons with Significant Control (PSC) and from April 2016, this will need to be filed with the Registrar of Companies. This register has been introduced to increase transparency of ownership within companies.

There may well be changes in he definition of who is a PSC, but currently it is defined as someone meeting at least one of the following criteria;

1. First Condition – hold, directly or indirectly, over 25% of the shares of the Company
2. Second Condition – hold, directly or indirectly, over 25% of the voting rights of the Company
3. Third Condition – has the right, directly or indirectly, to appoint or remove a majority of the directors of the Company
4. Fourth Condition – has the right to exercise or actually exercises, significant influence or control over the Company
5. Fifth Condition – has the right to exercise or actually exercises, significant influence over the activities of a trust or firm that controls the Company
6. When a Company has reason to believe that a shareholder is or might be a PSC it must make enquiries of that person and, if it does not do so, the relevant officers are liable to a fine or imprisonment.

If a person believes, or has reason to believe, that he is a PSC he must inform the Company with his relevant details.

Failure to comply leads the individual open to a fine or imprisonment. At the same time, the Company must issue a restriction notice to the PSC after due warning. This restricts the person’s rights to transfer shares or exercise any rights attached to shares.

It will be necessary for all companies to review their shareholder list and method of operation prior to the end of 2015 and take the steps required to comply with the Small Business, Enterprise and Employment Act 2015.