Since 2016, UK companies must maintain a register of people with significant control (PSC register) and file this information with Companies House. This transparency measure helps prevent misuse of corporate structures. Here's everything you need to know about PSC requirements.
What Is a PSC?
A Person with Significant Control (PSC) is an individual who ultimately owns or controls a company. The PSC regime is designed to increase corporate transparency and reveal the real people behind UK companies.
Why PSC Registers Exist
- Combat money laundering and tax evasion
- Prevent use of anonymous shell companies
- Meet international transparency standards
- Help law enforcement identify beneficial owners
Who Must Comply
Most UK companies and LLPs must maintain a PSC register:
- Private limited companies
- Public companies (unlisted)
- Limited liability partnerships (LLPs)
- Societas Europaea (SEs)
Exemptions
Companies listed on certain regulated markets (like the London Stock Exchange Main Market) are exempt, as they have separate disclosure requirements.
Who Qualifies as a PSC?
An individual is a PSC if they meet one or more of the five specified conditions. These conditions can be met directly or indirectly (through other entities).
Direct vs Indirect Control
- Direct: The person holds shares or rights in their own name
- Indirect: The person holds shares or rights through a chain of entities
For indirect holdings, you need to trace back through the ownership chain to identify the ultimate individual(s) in control.
The Five Conditions
A person is a PSC if they meet any of these conditions:
Condition 1: Shares
The individual holds, directly or indirectly, more than 25% of the company's shares.
Condition 2: Voting Rights
The individual holds, directly or indirectly, more than 25% of the voting rights in the company.
Condition 3: Director Appointment
The individual holds the right, directly or indirectly, to appoint or remove a majority of the directors.
Condition 4: Significant Influence or Control
The individual has the right to exercise, or actually exercises, significant influence or control over the company.
Condition 5: Trust or Firm Control
The individual has the right to exercise, or actually exercises, significant influence or control over a trust or firm that itself meets conditions 1-4.
The 25% Threshold
The key threshold is "more than 25%." This means exactly 25% doesn't qualify—a person must hold 25.01% or more to be a PSC under conditions 1 or 2.
Nature of Control Categories
When recording PSC information, you must specify the "nature of control" using these bands:
| Category | Percentage |
|---|---|
| Over 25% up to 50% | 25.01% - 50% |
| More than 50% up to 75% | 50.01% - 75% |
| More than 75% | 75.01% - 100% |
Required Information
For each PSC, the following information must be recorded:
For Individuals
- Name: Full name (and former names used for business)
- Date of birth: Day, month, and year
- Nationality: All nationalities held
- Country of residence: Where they usually live
- Service address: An address for correspondence (can be "care of" the company)
- Residential address: Their home address (kept confidential)
- Date became PSC: When they became a PSC
- Nature of control: Which conditions are met
Public vs Private Information
Some information is protected from public view:
| Public (Searchable) | Protected |
|---|---|
| Name | Full residential address |
| Month and year of birth | Day of birth |
| Nationality | |
| Country of residence | |
| Service address | |
| Nature of control |
Maintaining the PSC Register
Company's Duties
Every company must:
- Keep a PSC register (or elect to keep it at Companies House)
- Take reasonable steps to identify PSCs
- Give notice to potential PSCs requesting information
- Record information within 14 days of receiving it
- Update the register when changes occur
Identifying PSCs
Steps a company should take:
- Review share register and voting rights
- Consider constitutional documents and agreements
- Send PSC notices to shareholders and others who may be PSCs
- Follow the chain of ownership if shares are held through entities
PSC Warning Notices
If someone doesn't respond to a PSC information request, the company can issue a "warning notice" with restrictions:
- Transfer of shares restricted
- Voting rights suspended
- Dividends withheld
Criminal Offence
Failing to provide PSC information, or providing false information, is a criminal offence punishable by a fine and/or up to two years imprisonment.
Filing with Companies House
When to File
- At incorporation: PSC details included in formation documents
- Annual confirmation statement: Confirm PSC information is correct
- When changes occur: File within 14 days of updating register
PSC Filing Forms
| Form | Purpose |
|---|---|
| PSC01 | New individual PSC |
| PSC02 | New relevant legal entity (RLE) |
| PSC04 | Change of PSC details |
| PSC07 | PSC has ceased |
| PSC08 | RLE has ceased |
| PSC09 | Update to PSC statements |
Statements If No PSC
If a company has no PSC (or hasn't finished investigating), it must file a statement:
- "The company knows or has reasonable cause to believe that there is no registrable person or registrable relevant legal entity"
- "The company has not yet completed taking reasonable steps to find out if there is anyone who is a registrable person or a registrable relevant legal entity"
Relevant Legal Entities (RLEs)
Sometimes, instead of an individual, another legal entity appears in the ownership chain. This is called a Relevant Legal Entity (RLE).
When to Register an RLE
An entity can be registered as an RLE instead of tracing through to individuals if:
- It keeps its own PSC register, or
- Its shares are traded on a regulated market (already subject to disclosure)
Information Required for RLEs
- Corporate or firm name
- Registered or principal office address
- Legal form and law it's governed by
- Register it appears on (if applicable)
- Registration number
- Date it became an RLE
- Nature of control
Tracing Through Chains
If Company A is owned by Company B, which is owned by Individual X, you need to trace through to Individual X—unless Company B qualifies as an RLE (keeps its own PSC register).
Identity Verification (2026 Update)
Companies House is implementing identity verification for all PSCs and directors as part of broader reforms.
What's Changing
- Mandatory verification: All PSCs must verify their identity
- UK residents: Can verify via the Companies House app
- Non-UK residents: Must use an authorised corporate service provider
- Transition period: Existing PSCs given time to comply
What You'll Need
- Photo ID (passport or driving licence)
- Proof of address may be required
- Liveness check (selfie verification)
Coming Soon
Identity verification is being phased in during 2025-2026. Check the Companies House website for the latest requirements and timeline for your company.
Penalties for Non-Compliance
For Companies
- Failure to maintain PSC register: Criminal offence
- Failure to file with Companies House: Penalties and potential strike-off
- Officers (directors) may be personally liable
For Individuals
- Failing to provide PSC information: Criminal offence
- Providing false information: Up to 2 years imprisonment
- Unlimited fine possible
Practical Consequences
- Company may be unable to access banking services
- Due diligence failures during transactions
- Reputational damage
- Potential strike-off from register
Common Scenarios
Scenario 1: Single Owner-Director
Situation: John owns 100% of shares and is the sole director.
PSC: John is the PSC (meets conditions 1, 2, possibly 3 and 4).
Nature of control: More than 75% of shares and voting rights.
Scenario 2: Equal Partners
Situation: Sarah and Tom each own 50% of shares.
PSC: Both are PSCs (each meets conditions 1 and 2 with more than 25%).
Nature of control: Each has "more than 25% up to 50%."
Scenario 3: Corporate Shareholder
Situation: UK Company A owns 60% of UK Company B. Individual Mary owns 100% of Company A.
PSC of Company B: Mary (traced through Company A).
Alternative: Company A could be registered as an RLE if it keeps its own PSC register.
Scenario 4: Minority Shareholders
Situation: Company has 10 shareholders, each owning 10%.
PSC: None (no individual meets the 25% threshold).
Filing: Statement that there is no registrable PSC.
Scenario 5: Foreign Holding Company
Situation: UK company is 100% owned by a Delaware LLC, which is owned by Individual Chen.
PSC: Chen (traced through the US entity).
Note: The Delaware LLC doesn't keep a PSC register, so you must trace to the individual.
Summary
- PSCs are individuals with more than 25% shares, voting rights, or significant control
- Companies must maintain a PSC register and file information with Companies House
- Personal information (name, DOB month/year, nationality) is publicly visible
- Residential address is protected from public view
- Changes must be filed within 14 days
- Non-compliance is a criminal offence with serious penalties
- Identity verification requirements are being introduced in 2025-2026
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