Updating Your Company’s PSC Details – CAC Requirements and Why this is Important in Nigeria

WHO IS A PSC (PERSON WITH SIGNIFICANT CONTROL)?

A person with significant control (PSC) is referred to as the beneficial owner/ultimate person who exercises significant influence or control over a company or limited liability partnership (LLP) whether directly or indirectly.

Section 14 of the PSC regulations 2022 provides that PSC shall have the same meaning as a beneficial owner, which is the natural person who ultimately owns or controls a company or LLP or the natural person on whose behalf a transaction is being conducted and includes those natural persons who exercise ultimate effective control over a legal person or arrangement.

Significant control is direct or indirect holding of at least 5% of the issued shares, interests or voting rights in a company or an LLP. It also includes the direct or indirect right to remove or appoint majority of the directors of a company or partners of an LLP as well as direct or indirect exercise of significant influence or control over a company or LLP.

WHAT ARE THE CAC REQUIREMENTS FOR UPDATING COMPANY PSC’S DETAILS?

In line with the CAC requirements for updating the company PSC’s details, there is a tripartite duty for the company, the person who has the significant control and the commission to carry it out as stated in the CAMA 2020, Which are:

1. DUTY OF THE PSC (PERSON WITH SIGNIFICANT CONTROL)

According to Section 119(1) and Section 791(1) of CAMA 2020, a person with significant control over a company or limited liability partnership shall within seven days of becoming such a person, indicate to the company or limited liability partnership the particulars of such control as prescribed in the Regulations.

2. DUTY OF THE COMPANY/LIMITED LIABILITY PARTNERSHIP

According to Section 119(2) of CAMA, a company should after receiving PSC information, within one month, notify the commission of the information, and if there are changes. Also, a company shall in every annual return, disclose the PSC in respect of the year for which the return is made. The company shall also inscribe against the name of every member in the register of members, the PSC details as received. A foreign company or limited liability partnership that is a subscriber, shareholder or partner in a company or limited liability partnership, such company or LLP shall provide the prescribed particulars of the person with significant control who ultimately owns or controls the foreign company or limited liability partnership in accordance with the provisions of the regulations.

Where the company wants to update its PSC details in its register of members; the particulars of information required to fill against the name of each member that qualifies as PSC are as follows:

• Full names
• Means of identification
• Nationality
• Date of Birth
• Place of Birth
• Date of death of PSC (where applicable as relates to cessation of significant control).
• Service address
• Residential address
• Telephone number
• Email address
• Politically exposed person (PEP) status (where applicable)
• Occupation or profession
• Nature of ownership or control
• The date on which a person became a PSC of the company or LLP; and
• Any other relevant detail the commission may from time to time require.

For Public Companies:

• Name of stock exchange identifier scheme and identifier code.
• Ticker code
• Name of each stock exchange on which the shares are listed as specified in the market identifier code
• Market identifier code and operating MIC
• Web address of the page which gives details of the listing for each exchange name.
• Stock exchange jurisdiction.
• URL where all regulatory notifications of major holdings can be found.
• URL to the website of the publicly listed company.

There are also particulars of information for state-owned enterprises, they are not exempted from the obligation of notifying the commission of its PSC. The particulars of the CEO of the State-Owned Enterprise shall be filed with the Commission as the PSC.

3. DUTY OF THE COMMISSION

According to Section 119(3) and 791(3), the commission shall maintain a register of persons with significant control in which it shall enter the information received from the company or any change therein. The PSC register kept by CAC is the PSC/Beneficial ownership Central Register which contains information of persons with significant control in all companies in Nigeria at a particular time received by the Commission.

The Commission has recently opened the Central register of PSC which can be accessed by the general public via its website www.bor.cac.gov.ng”. The importance of the register is that any person can access/know the beneficial owners of a company/LLP in Nigeria, which encourages transparency and helps in the fight against corruption and financial crimes in Nigeria.

WHY IS UPDATING COMPANY PSC’S DETAILS IMPORTANT?

Section 12(1) of the PSC Regulations 2022 states that the status of any company or LLP that defaults in complying with the reporting requirements in respect of the PSC register shall be reflected as “inactive” on the PSC register and all other relevant online portals of the Commission. Also, where a company or LLP defaults in complying with the reporting requirements in respect of the PSC register, the company or LLP and every officer of the company or LLP shall be liable to pay to the commission for everyday the default continues, an administrative penalty of:

1. N5,000 in the case of a small company
2. N10,000 in the case of a company other than a small or company limited by guarantee.
3. N25,000 in the case of a public company.
4. N5,000 in the case of a limited liability partnership.

It is therefore imperative to update the PSC details at every given period there is a change in the PSC, all parties as listed above, must be notified before the due time. In line with the FATF (Financial Action Task Force), only natural persons who have ultimate (actual) ownership and control over the corporate vehicle should be recognised as the PSC of the Company or LLP, not necessarily the legal owner, or the person(s) entitled on paper to do so, but natural person(s) who exert effective control the company or LLP, or on whose behalf such control is being held.

Team 618 Bees

618 Bees can quickly and easily help you update your Company’s PSC details with the CAC and keep it compliant. Log on to our website www.618bees.com or email hello@618bees.com, or give us a call on +2349017190079/08080819653. 618 Bees will complete your application with the Corporate Affairs Commission.

The information in this blog post (“post”) is provided for general informational purposes only, no information contained in this post should be construed as legal advice, nor is it intended to be a substitute for legal counsel on any subject matter. No reader of this post should act or refrain from acting on the basis of any information included in, or accessible through this post without seeking the appropriate legal or professional advice from the particular facts and circumstances at issue from a lawyer. This post is protected by intellectual property law and regulations. It may however be shared using appropriate sharing tools provided that our authorship is always acknowledged and this Disclaimer Notice attached