Guide
Persons with Significant Control (PSC) register requirements
Your legal duties to identify, record, and report Persons with Significant Control to Companies House. Covers the 25% ownership thresholds, notification deadlines, identity verification, and penalties for non-compliance.
If you run a UK company, you must identify anyone who has significant control over your company and report them to Companies House. These individuals or legal entities are called Persons with Significant Control (PSCs).
This is a legal requirement under Part 21A of the Companies Act 2006. Failure to comply is a criminal offence that can result in imprisonment and unlimited fines.
Who this applies to
You must comply with PSC requirements if you are:
- A UK private limited company
- A public limited company (PLC)
- A limited liability partnership (LLP)
- A Scottish limited partnership (SLP)
- An eligible Scottish partnership
Sole traders and general partnerships do not need to register PSCs.
This applies to all UK companies
PSC requirements apply to all companies registered at Companies House, regardless of size. Even a single-director company with one shareholder must register their PSC (which will typically be the director-shareholder themselves).
If no individual meets the PSC conditions, you must still submit a statement to Companies House confirming this.
The five conditions for being a PSC
An individual is a Person with Significant Control if they meet any one of the following five conditions set out in Schedule 1A of the Companies Act 2006:
- Condition 1: Share ownership
- Holds, directly or indirectly, more than 25% of the company's shares
- Condition 2: Voting rights
- Holds, directly or indirectly, more than 25% of the company's voting rights
- Condition 3: Board appointment
- Has the right to appoint or remove a majority of the company's board of directors
- Condition 4: Significant influence
- Has the right to exercise, or actually exercises, significant influence or control over the company
- Condition 5: Trust or firm control
- Has the right to exercise, or actually exercises, significant influence or control over a trust or firm that itself meets conditions 1-4
Understanding the 25% threshold
The 25% threshold applies to shares calculated by nominal value, not by number of shares. Joint holders are each treated as holding the entire combined interest. Shares held by nominees are attributed to the beneficial owner, not the nominee.
When reporting to Companies House, you must specify which threshold band applies:
- More than 25% up to and including 50%
- More than 50% up to and including 75%
- More than 75%
This banded approach means you do not need to disclose exact percentages, but you must indicate the correct band.
Relevant Legal Entities (RLEs)
If another company or legal entity (rather than an individual) meets the PSC conditions, it may be a Registrable Relevant Legal Entity (RLE). An RLE is a legal entity that:
- Would meet PSC conditions if it were an individual, and
- Is subject to its own PSC disclosure requirements (e.g., a UK company, or a company with shares traded on a regulated market)
If an RLE is in the ownership chain, you register the RLE on your PSC register rather than looking through to the individuals who control it. Those individuals will be registered on the RLE's own PSC register.
Notification deadlines
PSC compliance involves two separate notification chains, each with strict deadlines.
- PSC notifies company
- Within 1 month of becoming aware they are a PSC (s.790G)
- PSC reports changes to company
- Within 2 months of change, or 1 month from discovering the change (s.790H)
- Company notifies Companies House
- Within 14 days of confirming a PSC (s.790LA)
- Company reports PSC changes
- Within 14 days of confirming the change
What information must be provided
For individual PSCs, you must record and submit:
- Full name
- Service address (for correspondence)
- Country or state of usual residence
- Nationality
- Date of birth (month and year only on public register)
- Usual residential address (protected from public disclosure)
- Date the person became a PSC
- Nature of control (which conditions are met, with threshold bands)
For Registrable Relevant Legal Entities, you must record:
- Corporate or firm name
- Principal office and service address
- Legal form and governing law
- Company registration details (if registered)
- Date it became an RLE
- Nature of control
Identity verification from November 2025
From 18 November 2025, all PSCs must verify their identity with Companies House under the Economic Crime and Corporate Transparency Act 2023. This is separate from director identity verification, though both use the same process.
Verification deadlines for existing PSCs
If you are already registered as a PSC before 18 November 2025, your verification deadline depends on your circumstances:
- PSC who is also a director: Verify within 14 days after your next confirmation statement due date
- PSC who is not a director: Verify within 14 days from the start of your birth month (based on the birth month shown on the Companies House register)
- New PSCs from 18 November 2025: Must verify before the company can notify Companies House of your PSC status
You can request up to two 14-day extensions through the online service, but you must request these before your original deadline expires.
Company's duty to investigate
As a company, you must take reasonable steps to find out if anyone is a PSC and confirm their required particulars. Under s.790D, you can issue a formal notice to anyone you believe may be a PSC, requiring them to:
- Confirm or deny whether they are a PSC
- Provide their required particulars if they are
- Provide information about anyone else who may be a PSC
The recipient has 1 month to respond. Providing false information in response to such a notice is a criminal offence.
Penalties for non-compliance
Failure to comply with PSC requirements is a criminal offence. Both companies and individuals can be prosecuted.
- Maximum imprisonment (on indictment)
- Up to 2 years
- Maximum fine (on indictment)
- Unlimited
- Summary imprisonment (England/Wales/Scotland)
- Up to 12 months
- Summary imprisonment (Northern Ireland)
- Up to 6 months
- Summary fine (England/Wales)
- Unlimited
- Summary fine (Scotland/NI)
- Statutory maximum
Who can be prosecuted
For company failures, both the company and every officer in default can be prosecuted. This typically includes directors and the company secretary. The offence is committed if there is no reasonable excuse for the failure.
For individual failures (failing to notify the company), the PSC themselves can be prosecuted.
Restrictions notices
If someone fails to respond to a PSC information notice, the company can apply to the registrar for a restrictions notice. This freezes the person's interest in the company:
- Shares cannot be transferred
- No voting rights can be exercised
- No dividends are payable
- No new shares can be allotted
This is a powerful enforcement mechanism that companies should use when someone refuses to cooperate with PSC enquiries.
Keeping your PSC register up to date
You must update your PSC information whenever there is a change. Common changes include:
- Share transfers that change someone's threshold band (e.g., from >25%-50% to >50%-75%)
- Someone ceasing to be a PSC entirely
- A new PSC being identified
- Changes to a PSC's particulars (name, address, nationality)
From November 2025, companies are no longer required to maintain their own PSC register. Instead, the information is held and maintained at Companies House. However, you remain responsible for notifying Companies House of all changes within 14 days.
What if your company has no PSCs?
If you have investigated and confirmed that no one meets the PSC conditions (or that you cannot identify any PSCs despite taking reasonable steps), you must still make a statement to Companies House confirming this. Options include:
- The company has 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 RLE
- There is a registrable person but the required particulars have not been confirmed
You cannot simply leave the PSC information blank.
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Identify all PSCs in your company
Review your share register and shareholder agreements. Anyone with more than 25% of shares or voting rights, or who can appoint most directors, is likely a PSC.
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Collect required particulars
Gather name, service address, residential address, nationality, date of birth, and country of residence for each PSC.
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Determine nature of control
For each PSC, identify which of the five conditions they meet and which threshold band applies (>25%-50%, >50%-75%, or >75%).
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Verify PSC identities (from 18 November 2025)
Ensure all PSCs have verified their identity with Companies House and have a personal identification code before you submit PSC notifications.
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Notify Companies House within 14 days
Submit PSC information within 14 days of confirmation. Use the Companies House online service or software filing.
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Update when things change
Monitor for share transfers or changes in control. Notify Companies House within 14 days of confirming any change.
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Include PSC information in confirmation statements
Your annual confirmation statement includes a review of PSC information. Confirm it is accurate or update it.