Declaration of Beneficial Ownership (Individuals)

A beneficial owner is a person who owns or controls shares in a company but may not be the registered shareholder shown in the company’s register of members. Beneficial ownership has been heavily regulated since the introduction of the People with Significant Control (PSC) regime in 2016.

The PSC regime is prescriptive and focuses on beneficial ownership or control of more than 25% in a company (with a broad definition of “ownership”). However, in some situations, particularly as part of a share sale, it may be useful for individuals to confirm beneficial ownership even where the holding is 10% or less and in a less prescriptive form than the PSC regime requires.

This Declaration of Beneficial Ownership (Individuals) is a letter from the beneficial owner (or owners) confirming that they are the ultimate owner or owners of shares and stating the relevant percentage holding. It can provide a level of comfort, particularly to a purchaser in an acquisition.

This template does not seek to replicate the more rigorous requirements of the PSC regime.

What does Declaration of Beneficial Ownership (Individuals) do?

It provides a written confirmation from individuals of their beneficial ownership of shares and the percentage of their holding, for use as supporting evidence in a transaction.

What does Declaration of Beneficial Ownership (Individuals) cover?

• Confirmation of the beneficial owner or owners as the ultimate owner or owners of the shares.
• The percentage holding attributable to each beneficial owner.
• A form of confirmation intended to provide comfort in a share sale or acquisition context, without mirroring PSC regime requirements.

When should you use Declaration of Beneficial Ownership (Individuals)?

• You want individual beneficial owners to confirm their ultimate ownership of shares as part of a share sale or acquisition.
• The confirmation is needed for holdings below 25% (including 10% or less), where PSC-style disclosures are not the objective.
• A purchaser wants supporting evidence of beneficial ownership in a less prescriptive form than the PSC regime.

Helpful resources

For more detail on PSCs, see Register of People with Significant Control.

Declaration of Beneficial Ownership (Individuals) is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.