Persons with Significant Control (PSC) register requirements

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.

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:

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.

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.

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.