The concept of a Person with Significant Control (PSC) typically involves holding more than 25% of shares or voting rights in a company. In your scenario, where an individual holds technically less than 12.5% voting power but has the approval of other shareholders, becoming a PSC under normal definitions would not be feasible based solely on voting rights or share percentage.
However, if the individual’s influence extends beyond direct voting rights or shareholding, such as having control over the company’s decisions or agreements with other shareholders granting de facto control, it might still qualify them as a PSC. This could include scenarios where shareholders have consented to let this individual make key decisions, even though formal voting rights don’t reflect significant control.
To formally register as a PSC under these circumstances, the individual or company would need to demonstrate significant influence or control, potentially through contractual arrangements or other mechanisms. It’s crucial to document these arrangements adequately and confirm they align with the legal requirements in the jurisdiction where the company operates.
Consulting with legal or corporate governance professionals is advisable to ensure compliance and accurate representation of the individual’s influence or control within the company’s structure.