People with significant control, PSCs, are at the heart of UK corporate transparency. Every company must know who its PSCs are, record them, report them and keep the information up to date. This guide covers the rules from start to finish, with links to detailed articles on each subject.
1. What is a PSC?
A PSC is an individual or legal entity that owns or controls a company in a significant way. The regime was introduced in 2016 and has been strengthened by the Economic Crime and Corporate Transparency Act 2023. Its purpose is to show who really stands behind each company. Our article what is a PSC explains the concept in plain English.
2. The five conditions
A person is a PSC if they hold more than 25% of the shares, hold more than 25% of the voting rights, have the right to appoint or remove a majority of the board, have the right to exercise or actually exercise significant influence or control over the company, or have that kind of control over a trust or firm that itself meets one of the other conditions. Meeting any one condition is enough. See the 25 percent rule explained and how to identify your PSC.
3. PSC, director or shareholder?
These are different roles. Directors manage, shareholders own and PSCs control. One person can be all three, or only one. A minority shareholder with over 25% is a PSC without being a director. A director with no shares is not a PSC unless they have significant influence. Read PSC vs director vs shareholder.
4. The PSC register
The company must keep its own PSC register recording each PSC’s name, nationality, date of birth, addresses, the date they became a PSC and the nature of their control. It must be kept at the registered office or another disclosed location and be available for inspection. Some details are protected from public disclosure. Our guide PSC register requirements explains the details.
5. Reporting to Companies House
PSC information is reported to Companies House and appears on the public register. When it changes, the company must update its own register and notify Companies House within the statutory time limits, currently 14 days for each stage, so check gov.uk. The confirmation statement then confirms that the information is correct. See how to update PSC details at Companies House.
6. Shares and changes of ownership
Most PSC changes arise from share movements. Issuing shares, transferring shares, buy-backs and cancellations can all change percentages and create or remove PSCs. Our guides on adding a shareholder, share transfers, allotting shares with SH01, the register of members and removing a shareholder explain the formalities and the PSC consequences.
7. Trusts, corporate owners and overseas owners
Where a shareholder is a trust, a company or an overseas entity, you look through to the real controllers. Corporate shareholders may be relevant legal entities. Trustees and sometimes settlors can be PSCs. Overseas owners are treated by looking through to the individuals behind them. See PSCs for trusts, corporate shareholders and overseas owners.
8. Identity verification for PSCs
Individual PSCs are expected to verify their identity in the same way as directors, using GOV.UK One Login or an authorised corporate service provider, and receiving a personal code. See PSC identity verification and our complete director ID guide.
9. Penalties
Failing to keep a PSC register, to give information or to notify changes is a criminal offence for the company and its officers, and Companies House has stronger powers to correct and remove inaccurate information. Read our article on PSC non-compliance penalties. Prompt correction is always better than delay.
10. A practical routine
Keep a table of every shareholder’s percentage of shares and votes and any special rights. Update it with every transaction. Check each person against all five conditions. Record your reasoning. Before each confirmation statement, compare your register, the Companies House record and your share register. If something is unclear, get advice.
Summary
PSC rules are simple in principle and easy to get wrong in practice. Know your owners, record them, update quickly and confirm annually. Our PSC and shareholder update service can help, and our confirmation statement filing service keeps the annual record right.
Worked example of an ownership change
A company has two founders, each with 50 shares. They allot 40 new shares to an investor who also receives the right to appoint one of three directors. After the allotment, the investor holds 28.6% of the shares and is a PSC. Each founder holds 35.7%, so both remain PSCs. The company records the allotment in its register of members, files SH01, updates its PSC register and notifies Companies House. At the next confirmation statement, the shareholder list, statement of capital and PSC details all match. The work took a few hours and prevented months of inaccuracy.
Keep evidence
For every PSC decision, keep the supporting documents: articles, shareholders’ agreement, share certificates, transfer forms and board minutes. If Companies House, a bank or a buyer asks how you reached a conclusion, you can show the reasoning. This is especially valuable in complex structures where the answer depends on the wording of agreements.
Check the latest rules
PSC law continues to develop, including identity verification timelines. Always check GOV.UK before you act on a change, and take professional advice for trusts, groups and overseas structures. This guide is general information, not legal advice.
Frequently asked questions
What percentage makes someone a PSC?
More than 25% of shares or voting rights, or other control conditions.
Who must keep a PSC register?
Every UK company.
How quickly must changes be reported?
Within the statutory limits, currently 14 days for updating the register and a further 14 days to notify Companies House.
Do PSCs need to verify their identity?
Individual PSCs are expected to, under the new rules.
Related articles
- The Complete Guide to Director ID Verification in the UK
- The Complete Guide to Strike-Off, Dissolution and Company Restoration
- The Complete UK Company Annual Compliance Calendar (Guide for Directors)
- The UK company annual compliance calendar
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