You may have heard in the Press the
introduction of the new Persons of Significant Control Register which all
Limited Companies (including Charitable Companies) need to hold. This can be held by the client themselves or
indeed held by Companies House on your behalf.
We as a firm maintain this register as part of our service to our
clients and it is contained within our specific Company secretarial software
data base. For the average small to
medium sized Company it will state who owns more than 25% of voting control of the Company
and in the majority of cases this will be the director/shareholders of the
The matter is slightly more complex
for Charitable Companies.Where Trustees
and Members are one and the same people then it is the Trustees and Trustees
will have to be declared within this register if there are only three. If there are four Trustees or more then they
do not have more than 25% in the way of voting rights and no declaration is
However, in some cases Charitable
Companies are controlled by the Members who are not necessarily the Trustees,
they may be the original visionary subscribers to the Articles of
Association. Again, in this case if
there are more than three Members this disclosure is unnecessary. In the case of three Members or less then the
names of Members will have to be shown in the register.
There is also the case of disclosure
where there are other persons within a Charity who may be seen to have
significant control. This could be for
example the senior Minister of a Church Charity. Each case has to be considered on its own
Take the case of a UK Charity
affiliated to a more worldwide organisation.
Does the worldwide organisation have significant control over the
activities of the UK Charity? In which
case the matter will need to be disclosed.