When addressing the PSC requirements, a company is looking to see if there’s anyone who meets one or more of the following conditions:

  1. They hold more than 25% of the company’s shares
  2. They hold more than 25% of the company’s voting rights
  3. They have the power to appoint or remove a majority of the company’s board.
  4. They have the right to exercise or actually exercise significant influence or control over the company.
  5. They have the right to exercise or actually exercise significant influence or control over a trust or a firm that is not a legal entity which itself satisfies any of the first four conditions.

To the extent that is reasonable, companies must consider the existence/application of any shareholder agreements or enhanced voting rights attached to any particular share class.


Note: Directors are specifically excluded from Control Condition 4 above.  However, the same director may need to be included as a PSC if they satisfy any of the above conditions in another capacity e.g. by virtue of a shareholding.