NIGERIA OPEN CENTRAL REGISTER OF PERSONS WITH SIGNIFICANT CONTROL (BENEFICIAL OWNERSHIP REGISTER): WHAT YOU NEED TO KNOW
On Thursday, 25 May 2023, Nigeria launched its Open Central Register of Beneficial Ownership (known as the Persons with Significant Control (PSC) Register) in line with its commitment at the Anti-Corruption Summit held in London on 12th May 2016.
Who is a Person with Significant Control (PSC)?
A PSC is the ultimate individual who exercises significant influence or control over a Company or Limited Liability Partnership (LLP), whether directly or indirectly.
Is a Person with Significant Control same as Beneficial Owner?
Yes. Section 14 of the PSC Regulations 2022 provides that Person with Significant Control 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.
What is “Significant Control”?
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. Significant Control 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.
Why is the PSC Register important?
The PSC Register is a public register of the true ownership and control of Companies and LLPs in Nigeria. With the Register, any person can easily ascertain who owns what in Nigerian Companies and LLPs. This is crucial in combatting corruption, illicit financial flows and other forms of criminality under the cover of Companies and LLPs. It also promotes transparency in the conduct of business in Nigeria.
How does the PSC Register help fight corruption and promote transparency?
The PSC Register enhances the fight against corruption and promotes transparency by –
· facilitating investigations by law enforcement and regulatory agencies into the true ownership and control of Companies and Limited Liability Partnerships;
· supporting Civil Society Organisations (CSOs) in promoting citizens’ participation in public accountability and governance; and
· strengthening the capacity of the media to perform their traditional roles as watchdogs of the society.
Who submits PSC information?
The PSC submits particulars of the control (or any change in particulars of the control) to the Company or LLP in writing while the Company or LLP notifies the Commission of the information (or any change in the information) received from the PSC.
What is the timeline for submitting PSC information?
· The PSC is required to submit particulars of the control (or any change in particulars of the control) to the Company or LLP in writing not later than seven days after becoming a PSC or after any change in particulars of the control.
· The Company or LLP is required to notify the Commission of the information (or any change in the information) received from the PSC not later than one month after receipt of the information.
What are the sanctions for non-submission or late submission of PSC information?
Sanctions for non-submission, late submission of or false statements in PSC .information include:
· Daily monetary penalty against the PSC after the seven days timeline for submission of the information to the Company or LLP;
· Restriction on the relevant interest of the PSC;
· Imprisonment for two years for non-submission of the information by the PSC to the Company or LLP;
· Daily monetary sanctions against the Company or LLP and each officer of the Company or LLP after the one month timeline for submission of the information to the Commission;
· Reflection of the status of the Company or LLP as “INACTIVE” on the PSC Register and other relevant online portals of the Commission;
· Refusal to process any post registration application submitted by the Company or LLP;
· Refusal to issue “Letter of Good Standing” to the Company or LLP;
· In the case of false statements to the Commission, two years imprisonment against any officer of the Company or LLP so convicted.
What about interests held or controlled exercised by State-Owned Enterprises (SOEs)?
Where the PSC is an SOE, the information to be submitted to the Commission shall include the same information of the Chief Executive Officer (CEO) of the SOE as is required of an individual who is a PSC.
Is disclosure required where the PSC is a Politically Exposed Person (PEP)?
Yes. Disclosure is required where the person is a PEP. A PEP is a person that has been entrusted with a prominent public position as well as his or her family members and close associates.
What is the mode of notification to the Commission?
The mode of notification to the Commission is electronic and on the Company Registration Portal (CRP). PSC information is notified to the Commission at three stages as follows –
· at incorporation;
· at occurrence of any change in the particulars of control; and
· at filing of annual returns.
What is the fee for accessing the PSC Register?
Access to the PSC register is free and open to the general public.
How do I access the PSC Register? PSC Register is available on https://bor.cac.gov.ng.
How do I search for information on the PSC Register?
You can search for information on the PSC Register using any of the three parameters below –
· Name of the Company or LLP
· Registration number of the Company or LLP
· Full name of the PSC
Is Personally Identifiable Information (PII) available to the general public on the PSC Register?
Information available on the PSC Register does not include Personally Identifiable Information (PII) like National Identification Number (NIN), complete date of birth, residential address, phone number, etc. This is in compliance with the National Data Protection Regulation (NDPR) issued by the National Information Technology Development Agency (NITDA).
Can users of the Register report incorrect or inconsistent information observed in the Register?
Yes. Users of the Register may report any incorrect or inconsistent information about a PSC observed in the Register to the Commission by clicking on the Report interface on the Register.