PSC Register: Who Is a Person with Significant Control and What Must You Register?

What Is the PSC Register and Why Does It Exist?

The Person with Significant Control register was introduced as part of the UK's commitment to corporate transparency under the Small Business, Enterprise and Employment Act 2015. It came into force for most companies on 6 April 2016 and requires UK companies to identify and record who ultimately owns or controls them.

Before the PSC register, it was possible to create complex ownership structures -- layering holding companies in multiple jurisdictions -- that made it extremely difficult to identify the real individuals benefiting from or controlling a company. The PSC register aims to make that information publicly accessible.

The register is maintained by Companies House and is publicly searchable. Anyone can look up a company and see who its PSCs are, what conditions they meet, and when they became a PSC. This transparency is intended to assist law enforcement, HMRC, and commercial parties carrying out due diligence.

The Five Conditions for PSC Status

An individual is a Person with Significant Control if they meet one or more of the following five conditions at the company level:

Condition 1: More than 25% of shares. An individual who holds, directly or indirectly, more than 25% of the shares in the company. This threshold is deliberately set below a majority to capture minority blockholders who nonetheless exercise meaningful economic control.

Condition 2: More than 25% of voting rights. Voting rights and shareholding are assessed separately. A company can have different classes of shares with different voting weights. An individual who holds 25% or fewer shares but has enhanced voting rights exceeding 25% of the total votes will be a PSC under this condition.

Condition 3: Right to appoint or remove a majority of the board. An individual who has the right (under the company's constitution or a shareholders' agreement or otherwise) to appoint or remove more than half of the directors. This condition captures controllers who do not hold shares directly but exercise control through board appointment rights.

Condition 4: Significant influence or control. An individual who exercises significant influence or control over the company. This is a catch-all for situations not captured by the first three conditions. HMRC and Companies House have published guidance on what "significant influence or control" means in practice. It generally requires the individual to be able to ensure the company adopts the activities they direct.

Condition 5: Significant influence or control over a trust or firm. An individual who would meet conditions 1 to 4 not directly but through a trust or partnership. For example, if a family trust holds 30% of the shares in a company, the individual who is the trustee with control over how those shares are voted may be a PSC under condition 5.

It is important to note that the thresholds are "more than 25%" -- so exactly 25% does not qualify. A shareholder with exactly one-quarter of the shares is not a PSC on that ground alone.

Who Is Exempt

Listed companies on a regulated market (such as the main London Stock Exchange or NYSE) are exempt from the PSC register requirements because they have equivalent transparency obligations under the FCA's Disclosure Guidance and Transparency Rules (DTR 5). However, companies listed on AIM -- which is an exchange-regulated market, not a regulated market -- must still comply with PSC rules.

Some complex holding structures involve entities in other jurisdictions. Where a foreign entity in the ownership chain is itself subject to equivalent disclosure requirements under the laws of its home country, it can be listed as an RLE (Relevant Legal Entity) rather than requiring the ultimate individual to be identified at each level of the structure.

Practical Steps: How to Register a PSC

Step 1: Identify your PSCs. Start by mapping out who owns shares in the company, what voting rights apply, and whether any shareholders' agreements give individuals rights over board appointments or other aspects of control. Review any trust arrangements.

Step 2: Send a notice. Once you have identified a potential PSC, you must send them a formal notice (using Form PSC0) giving them 30 days to confirm whether they are a PSC and to provide their information. In practice, for small owner-managed companies where the director and the shareholder are the same person, this step is often handled informally between the owners.

Step 3: Enter details in the company's own PSC register. The company must maintain its own internal PSC register. This can be kept at the company's registered office or at Companies House using the SAIL (Single Alternative Inspection Location) service.

Step 4: File at Companies House. For new companies, PSC details should be included in the incorporation documents. For existing companies, PSC information is submitted using the relevant PSC form (PSC01 for new individual PSCs, PSC04 for changes to individual PSC details, PSC07 when an individual ceases to be a PSC, and equivalent forms for corporate RLEs).

Step 5: Include in confirmation statement. Every year when you file your confirmation statement (CS01), you must confirm that the PSC register is accurate and up to date. The confirmation statement replaces the old Annual Return and must be filed within 14 days of the anniversary date.

Updating the Register When Circumstances Change

The PSC register is not a one-time filing. It must be kept current. Changes that require updating include:

• A new shareholder acquiring more than 25% of the shares
• An existing shareholder selling shares so they no longer meet any condition
• A change of name, nationality, or address for an existing PSC
• A change in the nature of control (for example, moving from shares to voting rights as the relevant condition)
• A change in trust arrangements that affects who exercises control through a trust

When a change occurs, the company must be notified (or become aware), then update its own PSC register, then notify Companies House. The notification to Companies House must happen within 14 days of the company becoming aware of the change.

Failing to notify Companies House promptly is a common compliance failure, particularly when shares are transferred between existing shareholders informally without a formal notification process.

Penalties for Non-Compliance

Failure to comply with PSC obligations is a criminal offence under the Companies Act 2006. The company itself and every officer in default (typically the directors) can be prosecuted. The penalties include unlimited fines. For wilful non-compliance or where concealment is involved, the maximum sentence is two years' imprisonment.

There is also a continuing offence -- each day that the breach continues is treated as a separate offence. This means the penalties for a prolonged failure to update the register can accumulate rapidly.

In practice, Companies House enforcement has focused on more serious cases of deliberate concealment, but the risk of prosecution is real and many commercial lenders and investors will now conduct Companies House due diligence as a standard part of any transaction. Errors or gaps in your PSC register can raise red flags that delay or derail investment or loan applications.

PSC Register and the Confirmation Statement

The annual confirmation statement (CS01) is the mechanism by which every UK company confirms to Companies House that all its registered information is accurate. The PSC register is one of the key elements reviewed during this process.

Filing the confirmation statement does not update the PSC register -- changes must be reported as they happen using the relevant PSC forms. What the confirmation statement does is confirm that the register is current as of the confirmation date. If you file a confirmation statement while the PSC register is incorrect, you are confirming inaccurate information, which creates additional legal exposure.

The cost of filing a confirmation statement is £34 online (2026). It must be filed within 14 days of the confirmation date (the anniversary of incorporation or the last statement). Late filing can result in Companies House striking the company off the register.

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