A Person with Significant Control (PSC) is an individual or corporate entity that holds ultimate ownership or operational influence over a UK company or Limited Liability Partnership (LLP). Under UK company law, a party is classified as a PSC if they hold more than 25% of shares or voting rights, possess the power to appoint or remove a majority of board directors, or otherwise exercise significant influence or control over the business. Every UK company must identify its PSCs and record their details with Companies House to ensure corporate transparency and combat financial crime.
Understanding the PSC Framework
Introduced in April 2016 under the Small Business, Enterprise and Employment Act 2015, the PSC register was created to increase corporate transparency across the United Kingdom. Historically, complex corporate layers, nominee shareholders, and offshore holding structures could obscure the true human owners profiting from or directing a company’s activities.
The PSC framework requires companies to look past immediate corporate shareholdings to identify the ultimate “beneficial owners”. This public record makes it significantly harder to use corporate vehicles for money laundering, sanctions evasion, tax fraud, or illicit financing.
The register applies to almost all UK corporate entities, including:
- Private companies limited by shares or guarantee
- Public limited companies (PLCs) not traded on specified regulated markets
- Limited Liability Partnerships (LLPs)
- Societates Europaeae (SEs) and eligible Scottish partnerships (SLPs and SPs)
The 5 Conditions of Significant Control
To determine whether someone is a PSC, a company must evaluate them against five statutory conditions set out in UK company law. Meeting any one of these conditions qualifies an individual or entity as a PSC.
| Condition | Threshold / Description | Application |
| 1. Share Ownership | Holds directly or indirectly more than 25% of nominal share capital | Companies with share capital |
| 2. Voting Rights | Holds directly or indirectly more than 25% of voting rights | Voting decisions, AGMs, resolutions |
| 3. Board Appointment Rights | Holds the right to appoint or remove a majority of the board of directors | Direct board composition control |
| 4. Significant Influence or Control | Exercises significant influence or control over company decisions | Applicable when conditions 1–3 are not met |
| 5. Control Over Trusts or Firms | Controls a trust or firm that meets any of conditions 1–4 | Indirect control via trusts/partnerships |
1. Ownership of Shares (Over 25%)
An individual who owns more than 25% of the total issued shares in a company is a PSC. When filing with Companies House, ownership is categorized into three specific statutory tiers:
- Over 25% up to 50%
- More than 50% but less than 75%
- 75% or more
2. Ownership of Voting Rights (Over 25%)
In companies where different share classes have uneven voting powers, voting control may diverge from share capital. If an individual commands more than 25% of the total voting rights on matters decided by member votes, they qualify as a PSC regardless of their nominal equity percentage.
3. Right to Appoint or Remove the Majority of the Board
A person who has the legal or constitutional right to appoint or dismiss the majority of the board of directors holds structural control. This power typically originates from provisions in the company’s Articles of Association or specific covenants in a shareholder agreement.
4. Significant Influence or Control (Direct or Informal)
Even if an individual does not hold shares, votes, or formal appointment rights, they may still qualify under the fourth condition if they consistently direct the company’s strategic choices. Statutory guidance considers a person to have “significant influence or control” if:
- They have absolute veto rights over core operational decisions, such as amending the business plan, taking on major debt, or selling major assets.
- They regularly direct or instruct the board of directors, and the board routinely follows their instructions without independent evaluation.
- They are key founders or major financiers who retain commercial leverage that dictates the direction of the business.
Note: Professional advisors (such as accountants, external lawyers, or bank managers acting purely in their professional capacity) do not qualify as PSCs under this test.
5. Control via Trusts or Partnerships
If a trust or partnership holds more than 25% of shares/voting rights or controls the board, the trust itself is not a separate corporate entity. Instead, any trustee, settlor, or individual who has the power to direct or control the trust’s activities is registered as the PSC.
Who Can Be Registered: Individuals, RLEs, and ORPs
While the regime is focused on identifying human controllers, corporate holding structures exist. The law categorizes registrable entities into three groups:
Individuals
A natural person who meets one or more of the five conditions.
Relevant Legal Entities (RLEs)
When another corporate entity owns more than 25% of a UK company, that parent entity cannot be registered as an “individual PSC”. Instead, it is registered as an RLE if it meets two criteria:
- It would have met the definition of a PSC had it been an individual.
- It is a registrable entity (i.e., it is a UK company that already maintains its own PSC register, or a company listed on a recognized stock exchange).
If an intermediate parent company is an unregistered foreign entity or offshore vehicle, the UK company must look through the corporate chain until it identifies the ultimate registrable RLE or the individual human owners.
Other Registrable Persons (ORPs)
This designation covers non-standard entities that exercise significant control, including government departments, local authorities, international governing bodies, and chartered corporations.
What Information is Recorded on the PSC Register?
Companies must collect and verify specific details before submitting them to Companies House.
+------------------------------------+------------------------------------+
| Publicly Visible on the Register | Protected (Confidential) Details |
+------------------------------------+------------------------------------+
| * Full name | * Full residential address |
| * Month and year of birth | * Exact day of birth |
| * Nationality | * Sensitive identity verification |
| * Country of residence | documents (passports/IDs) |
| * Service address (official mail) | |
| * Date they became a PSC | |
| * Specific nature of control tier | |
+------------------------------------+------------------------------------+
The PSC’s residential address is kept confidential and is only accessible by public bodies (such as the police and HMRC) and credit reference agencies under strict statutory guidelines.
Legal Obligations, Deadlines, and Identity Verification
Compliance with PSC legislation requires ongoing maintenance and adherence to strict statutory timelines.
Key Compliance Timelines
- Updating Details: If a PSC’s circumstances change (such as an address update, transfer of shares, or departure), the company must update its records and notify Companies House within 14 days.
- Annual Confirmation: Companies must confirm that their PSC data remains accurate and up to date every year when submitting their Confirmation Statement (Form CS01).
Mandatory Identity Verification (ECCTA)
Under reforms introduced by the Economic Crime and Corporate Transparency Act, all PSCs and company directors must complete identity verification. Verification is completed directly through the GOV.UK One Login system or via an Authorised Corporate Service Provider (ACSP). Upon completion, the individual receives a unique personal code that links their verified identity to their company filings.
Penalties for Non-Compliance
Failing to maintain an accurate PSC register or ignoring statutory obligations carries severe civil and criminal penalties:
- Criminal Offence: Failing to provide PSC details, providing misleading or false information, or failing to respond to a company’s statutory inquiry is a criminal offence.
- Unlimited Fines and Imprisonment: Company officers (directors and secretaries) and non-compliant PSCs face uncapped fines and up to two years’ imprisonment.
- Restriction Notices on Shares: If a shareholder ignores formal requests to confirm their PSC status, the company can issue a statutory Restriction Notice. This freezes their shares: the shareholder cannot sell or transfer their stock, cannot exercise voting rights, and forfeits all dividend payments until compliance is achieved.
Frequently Asked Questions
Can a company have more than one PSC or no PSC at all?
Yes. A company can have multiple PSCs if several individuals or entities meet the qualifying conditions (for example, four equal shareholders each holding 25% plus one share). Alternatively, a company may have no PSC if shareholdings are widely dispersed (such as five unrelated shareholders holding 20% each with equal voting rights and no single dominant controller). In this scenario, the company cannot leave the section blank; it must formally register a statement confirming that it has no registrable PSCs.
Is a company director automatically considered a PSC?
No. Being appointed as a company director does not automatically make someone a Person with Significant Control. Directors manage daily operations, but they only qualify as PSCs if they also own more than 25% of shares or voting rights, hold powers to appoint or remove board members, or exercise independent significant influence outside normal director duties. A non-shareholder director acting solely within their standard fiduciary board role is not a PSC.
What is the difference between a shareholder, a director, and a PSC?
A shareholder is an owner of equity in the company. A director is an officer appointed to oversee governance and daily operational management. A PSC is any individual or entity that exercises substantial ultimate ownership or control (typically crossing the 25% threshold). In many small businesses, one person acts as the sole shareholder, director, and PSC simultaneously, but in larger organizations, these roles are often held by entirely different parties.
Is a PSC’s home address visible to the public?
No. A PSC’s usual residential address is not displayed on the public Companies House register. Only their designated service address (which can be a registered office, trading premises, or professional service address) and the month and year of their birth are visible to the public. Residential address information is protected and disclosed only to law enforcement agencies and approved credit reference institutions.
How does the PSC regime apply to Limited Liability Partnerships (LLPs)?
The PSC rules apply to LLPs with adapted criteria. For an LLP, an individual or entity is a PSC if they hold the right to more than 25% of the surplus assets upon winding up, hold more than 25% of the voting rights in the LLP, hold the right to appoint or remove a majority of the management committee, or otherwise exercise significant control over the partnership.
What is a Relevant Legal Entity (RLE) and when is it recorded?
A Relevant Legal Entity (RLE) is a corporate body (such as a holding company) that would qualify as a PSC if it were an individual, and which is already subject to UK transparency disclosures (such as filing its own PSC register or trading on a recognized exchange). When a company is owned by another UK corporate entity, the subsidiary lists that UK holding company as an RLE rather than tracing through to its individual owners, because the holding company’s own register already details the ultimate beneficial controllers.