Company Declaration of Beneficial Ownership Structure

Beneficial ownership of companies 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”).

In some situations, particularly as part of a share sale, a company may need to confirm (to the best of its knowledge) to a prospective purchaser both its registered shareholders and its beneficial ownership structure. This Company Declaration of Beneficial Ownership Structure is intended to include all ultimate owners of shares, not only those with holdings of more than 25%. It can provide a level of comfort to a purchaser in an acquisition.

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

What does Company Declaration of Beneficial Ownership Structure do?

It provides a declaration by a company (to the best of its knowledge) confirming its registered shareholders and setting out its beneficial ownership structure, including ultimate owners below the PSC threshold.

What does Company Declaration of Beneficial Ownership Structure cover?

• Confirmation of the company’s registered shareholders.
• A declaration of the beneficial ownership structure intended to include all ultimate owners of shares, not only those with holdings above 25%.
• A form of confirmation designed to provide comfort in a share sale or acquisition context, without mirroring PSC regime requirements.

When should you use Company Declaration of Beneficial Ownership Structure?

• A company is involved in a share sale or acquisition and a purchaser wants confirmation of registered shareholders and beneficial ownership structure.
• You need a broader picture of ultimate ownership than the PSC regime threshold alone provides, on a “best of knowledge” basis.

Helpful resources

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

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