A Person with Significant Control (PSC) is an individual or legal entity that holds significant ownership or ultimate decision-making power over a UK company.Under UK company law, an individual qualifies as a PSC if they hold more than 25% of the company’s shares or voting rights, have the authority to appoint or remove the majority of the board of directors, or exercise significant influence or control over the business.Companies registered at Companies House are legally required to identify their PSCs and submit this information to the public register to ensure corporate transparency.
What Is a Person with Significant Control (PSC)?
Introduced in 2016 under the Small Business, Enterprise and Employment Act 2015, the PSC regime was designed to increase transparency around corporate ownership and combat illicit activities such as money laundering, tax evasion, and fraud.
A PSC is effectively the “beneficial owner” of a company—the natural person behind the corporate structure who holds actual power over company operations, whether through direct shareholding or indirect influence.
All UK-incorporated entities—including private limited companies (Ltd), public limited companies (Plc), limited liability partnerships (LLPs), and community interest companies (CICs)—must identify and disclose their PSCs to Companies House.
The 5 Conditions: How to Determine If Someone Is a PSC
To qualify as a Person with Significant Control, an individual must meet at least one of five statutory conditions (referred to by Companies House as the “natures of control”):
1. Ownership of Shares
The individual holds, directly or indirectly, more than 25% of the nominal value of the company’s issued share capital.
- 25% to 50%: Significant control.
- More than 50% to 75%: Majority control.
- 75% or more: Absolute control (ability to pass special resolutions).
2. Ownership of Voting Rights
The individual holds, directly or indirectly, more than 25% of the voting rights in the company. While voting rights often correspond to share ownership, specialized share classes (e.g., non-voting shares or weighted voting shares) may separate voting power from equity value.
3. Right to Appoint or Remove the Board of Directors
The individual holds the direct or indirect right to appoint or remove a majority of the board of directors. This right can be granted via the company’s Articles of Association, a shareholders’ agreement, or other governing legal documentation.
4. Significant Influence or Control (Direct)
The individual has the right to exercise, or actually exercises, significant influence or control over the company, even if they do not hold shares or voting rights meeting the 25% threshold. Examples include:
- A shadow director or major lender whose strategic directions are routinely followed by the board.
- A founder who has divested equity but retains absolute veto power over core business decisions.
5. Significant Influence or Control Through Trusts or Firms
If a trust or partnership (which does not have separate legal personality) meets any of the first four conditions, any individual who exercises significant influence or control over the activities of that trust or firm is recorded as a PSC.
PSC vs. Relevant Legal Entity (RLE)
When a company is owned or controlled by another corporate body rather than an individual person, that corporate entity is classified as a Relevant Legal Entity (RLE).
An entity is a registrable RLE if it meets any of the PSC control conditions and:
- Keeps its own register of people with significant control, or
- Has voting shares listed on an eligible regulated market (such as the London Stock Exchange).
If an corporate shareholder does not qualify as an RLE (e.g., an overseas holding company from a jurisdiction without an equivalent register), the UK company must look through the corporate chain to identify the ultimate beneficial individual behind that entity.
Information Recorded on the PSC Register
Companies House requires specific details when registering a PSC:
| Field | Description / Visibility |
| Full Name | Publicly accessible on the register. |
| Date of Birth | Month and year are public; exact day is kept confidential. |
| Nationality & Country of Residence | Publicly accessible. |
| Service (Correspondence) Address | Publicly visible address for official notices. |
| Usual Residential Address | Protected from public view (accessible only to specified public authorities and credit agencies). |
| Date Became a PSC | The date the person first satisfied the conditions. |
| Nature of Control | Specific tier of ownership/voting rights and control types. |
Identity Verification (ECCTA Reforms)
Under the Economic Crime and Corporate Transparency Act (ECCTA), all new and existing PSCs must complete mandatory identity verification directly with Companies House or through an Authorised Corporate Service Provider (ACSP).Once verified, individuals receive a unique Companies House personal code to link with their PSC notifications.
How to Register and Update PSC Details
Companies must notify Companies House whenever a PSC is appointed, changed, or removed:
- Initial Incorporation (Form IN01):PSC details must be provided when first forming the company.
- New PSC Notification (Form PSC01):Filed within 14 days after confirming the details of an individual PSC.
- Change of PSC Details (Form PSC04):Filed within 14 days of any confirmed change (e.g., address change, changed ownership bracket).
- Cessation of PSC (Form PSC07): Filed within 14 days when an individual no longer meets the control thresholds.
- Annual Confirmation Statement (CS01):Used each year to certify that the central PSC record remains accurate and complete.
What If a Company Has No PSC?
If a company has investigated and found that no individual or RLE meets the 25% threshold or control criteria, it cannot leave the register blank. It must file a formal PSC Statement (Form PSC08) declaring that the company knows or has reasonable cause to believe there is no registrable person.
Penalties for Non-Compliance
Failing to maintain accurate PSC records is a criminal offence under UK law.
- Company Officers & Directors:Directors who fail to take reasonable steps to identify PSCs, provide false information, or miss statutory filing deadlines face unlimited fines and up to two years’ imprisonment.
- Non-Compliant PSCs:Individuals who fail to respond to formal section 790D/790E information notices from a company can have their shares subjected to a Restrictions Notice, freezing their voting rights, dividend distribution, and share transfer privileges.
Frequently Asked Questions
What is the 25% rule for a PSC?
The 25% rule is the primary threshold used by Companies House to determine beneficial ownership.Any individual holding more than 25% of a company’s shares or more than 25% of its total voting rights is legally defined as a Person with Significant Control and must be declared on the central register.
Can a company have more than one PSC?
Yes.A company can have multiple PSCs if several individuals independently or jointly satisfy any of the five nature-of-control conditions. For example, if three business partners each hold 33.3% of the shares, all three must be registered as separate PSCs.
Is a company director automatically a PSC?
No.A director is an officer responsible for the daily management of a company, whereas a PSC is an owner or ultimate controller.A director only qualifies as a PSC if they also meet one of the control criteria, such as holding more than 25% of the shares or holding exclusive board appointment rights.
What is the difference between a PSC and a shareholder?
All PSCs holding equity are shareholders, but not all shareholders are PSCs. A minority shareholder with a 10% equity stake is an owner but does not meet the statutory threshold to be a PSC (unless they exercise significant influence through other agreements).
Is a PSC’s home address visible to the public?
No. While a PSC must provide their usual residential address for verification, Companies House keeps this address protected from the public register. Only the PSC’s official correspondence address (service address) and the month and year of their birth are displayed publicly.
What happens if no single person owns more than 25% of a company?
If a company’s shares are divided equally among five unrelated shareholders (20% each) and none of them exercise significant control or possess board-appointment rights, the company has no individual PSC. The company must file an official PSC statement confirming that it has reasonable cause to believe no registrable person exists.
For step-by-step guidance on assessing ownership tiers and regulatory filings, view the How to identify people with significant control
walkthrough. This video breaks down the statutory ownership criteria and shows business owners how to register beneficial control correctly with Companies House.