If you run a UK company, you are legally required to know who truly owns and controls it - and to tell the world. The persons with significant control regime touches every limited company, most limited liability partnerships, and certain limited partnerships across the UK. Get it wrong, and you face criminal charges, fines, and reputational damage. Get it right, and you build a transparent foundation that satisfies regulators, lenders, and business partners alike.
This guide walks you through everything you need to know about PSC compliance from 2024 through 2026, including the new identity verification rules now in effect.
Key Takeaways
Every UK company must identify its people with significant control, maintain a company's PSC register at its registered office, and file accurate PSC information with Companies House. A PSC is an individual or legal entity that exerts substantial influence over a company, and PSCs promote corporate transparency and combat financial crimes such as money laundering and tax evasion.
A person with significant control typically holds over 25% of a company's shares or voting rights, has the right to appoint or remove directors from a company's board, or can otherwise exercise significant influence or control - even without formal ownership. A company can have one or more PSCs, and each PSC must meet at least one control condition.
The PSC regime has been mandatory since April 2016. From 2024–2026, the Economic Crime and Corporate Transparency Act 2023 is phasing in identity verification and a Companies House personal code for every PSC and director. Mandatory verification for new PSCs began 18 November 2025, with existing PSCs required to comply by autumn 2026.
Most PSC information is publicly available on the Companies House public register, including the PSC's name, month and year of birth, nationality, and nature of control. However, a PSC's usual residential address is not publicly available, and full dates of birth are withheld from public view.
Failure to comply with PSC requirements is a criminal offence. Non-compliance can lead to a fine or imprisonment, restrictions on voting shares, and lasting reputational harm. Companies must update PSC information within 14 days of changes and confirm it annually.
What is a Person with Significant Control?
A person with significant control is an individual who ultimately owns or controls a UK company and must be recorded in the PSC register and at Companies House. The concept was introduced under Part 21A of the Companies Act 2006 and has been mandatory since 6 April 2016. A PSC owns or controls a company, and the regime ensures that the real people behind corporate structures are identifiable.
The five statutory conditions
A relevant individual qualifies as a PSC if they meet one or more conditions:
Condition | What it means |
|---|---|
1 | Holds more than 25% of the company's shares |
2 | Holds more than 25% of the company's voting rights |
3 | Has the right to appoint or remove a majority of directors (remove directors from the board) |
4 | Has the right to exercise, or actually exercises, significant influence or control over the company |
5 | Has such rights over a trust or firm that itself meets any of the above conditions |
A PSC can also influence decisions without formal ownership. The concept of significant control is deliberately broad and captures de facto power, not just what appears on paper. Companies House and the Department for Business have issued further guidance and statutory definitions to help businesses assess control in practice.
People with significant control can include individuals behind corporate shareholders. Where a legal entity meets the PSC criteria, it may be recorded as a relevant legal entity (RLE) - for example, a parent company that holds a majority stake in the subsidiary. But the regime insists on tracing through to the real individuals wherever possible.
Quick example: Imagine Company A is a small limited company with a single shareholder owning 60% of the shares and holding more than 50% of the votes. That shareholder clearly qualifies as a PSC under multiple conditions - shareholding and voting rights. If another person holds veto power over board appointments via the company's constitution, they may also be a PSC under condition 4.
How to Identify PSCs in Your Limited Company
Every UK limited company must take reasonable steps to identify all persons with significant control and keep evidence of the checks carried out. A company must identify its PSCs and inform Companies House. Companies are legally required to log their PSCs on a public register.
Here is a practical approach:
Review your company registers: Start with the register of members, share certificates, and any rights attached to different share classes. Check for voting shares admitted to special arrangements.
Examine agreements: Review shareholders' agreements, the company's constitution, articles of association, and any voting or veto arrangements that could create significant influence.
Look beyond direct ownership: Where shares are held indirectly - through nominee shareholders, trusts, or holding companies - you must trace up the ownership chain to the real individual exercising control. Don't stop at the first corporate name you find.
Determine RLE vs individual: If your company is owned by another legal entity, determine whether that entity is a registrable relevant legal entity or whether you need to trace further up the chain to identify an individual PSC. For example, if Company B owns 40% of Company A through an intermediate holding company, you need to identify who controls Company B.
No PSC scenario: Where no individual or legal entity meets the significant control threshold after reasonable steps, the company must still make a formal PSC statement on its PSC register rather than leaving it blank. A prescribed official wording must be used.
Nature of Control, Significant Influence and Excepted Roles
The "nature of control" is the label used in the PSC register to describe exactly how the PSC controls the company. Companies House requires you to classify control using specific bands and categories.
Standard nature-of-control categories
Category | Description |
|---|---|
Share ownership | Over 25% up to 50%, over 50% up to 75%, or more than 75% |
Voting rights | Same bands as share ownership |
Right to appoint/remove directors | Right to appoint or remove a majority of the company's board |
Significant influence or control | Ability to direct key company decisions without necessarily holding shares |
Control via trust or firm | Condition 5 - control exercised through a trust or unincorporated entity |
In practice, a person might exercise significant influence over a company without holding a single share. This could include the ability to veto board decisions, control borrowings, direct business plans, or influence senior appointments. The key question is: who in practice shapes the strategic direction of the business?
Condition 5 covers individuals who have significant influence or control over a trust or firm (without legal personality) that itself satisfies the PSC tests. This ensures that control routed through informal structures cannot escape disclosure.
Excepted roles
Not everyone who interacts with a company is a PSC. Certain excepted roles are carved out from the regime. These include:
Directors acting only in their professional capacity on the company's board
Lenders with standard security rights (a security service provider under normal lending terms)
Professional advisers such as lawyers, accountants, and management consultants
Employees acting in the course of their employment
Regulators, liquidators, and credit reference agencies performing their statutory functions
These roles are usually not treated as significant control PSCs unless their powers go beyond the normal scope of their role. If a lender starts directing company strategy beyond what standard security arrangements permit, they may cross the line.
PSC Information You Must Record and File
Each company must keep an internal PSC register and submit PSC information to the central PSC register maintained by Companies House. Since 2016, the central register is the official record that the public and public authorities consult. PSCs must maintain a formal, up-to-date register at the company's registered office, and companies must register PSCs with Companies House.
Particulars for individual PSCs
You must record the following personal details for each individual PSC:
Full name (and any former names)
Date of birth (only month and year shown on the public register)
Nationality
Country or state of residence
Service address (publicly visible)
PSC's usual residential address (not publicly disclosed unless also used as service address)
Nature of control (which conditions are met, and relevant bands)
Date the person became a PSC
Date they were added to the register
Particulars for a registrable legal entity
For corporate PSCs or RLEs, you must record:
Corporate name
Registered or principal office
Legal form and governing law
Registration number
Nature of its significant control over the company
The register must never be blank
If identification work is ongoing, or if you believe no PSCs or RLEs exist, you must insert one of the prescribed official statements. Leaving empty lines is not acceptable and breaches your legal obligations.
From April 2016, new companies have had to submit a statement of initial significant control on incorporation. Ongoing confirmation statements must confirm that PSC data on the public register remains accurate. Companies must confirm PSC information annually via a statement - the annual confirmation statement serves as a formal checkpoint.
Companies must keep their PSC register available for public inspection at their registered office or a designated SAIL address.
Verifying PSC Identity and Using Personal Codes
Under the Economic Crime and Corporate Transparency Act 2023, PSCs must verify their identity with Companies House, with phased implementation running through 2025 and 2026. Identity verification helps prevent fraud in company registrations and strengthens the reliability of the public register.
How security verification works
Individuals verify their identity through approved routes - for example, GOV.UK One Login or through authorised corporate service providers (ACSPs). The process involves matching primary identity documents (passport, driving licence) against biometric data. Once verification is successful, Companies House issues a house personal code - a unique personal code linked to that individual.
PSCs must then use the "Provide identity verification details for a PSC" service to link their personal code to each PSC role they hold across different companies. They enter their company number, confirm their PSC details, and submit the verification statement. This is a form of security verification that protects the integrity of company registers.
Key deadlines
Each PSC has a 14-day period to verify identity and provide their personal code and verification statement to Companies House after becoming a new PSC, after their confirmation statement date, or at specified times based on their date of birth.
For existing PSCs and directors, the transition period runs until autumn 2026 - they must complete verification by their next annual confirmation statement within that window.
If the company prefers, the PSC can share their personal code with the company or an authorised firm (ACSP) so that PSC information can be filed and updated on their behalf.
PSCs must provide a personal code after identity verification. Failure to verify identity may result in criminal penalties, including fines and annotation as "unverified" on the public register.
Deadlines, Changes and Ongoing PSC Compliance
The PSC regime operates on tight deadlines. When PSC information changes, you face dual 14-day deadlines: 14 days to update the company's own PSC register and a further 14 days to notify Companies House. A company must notify Companies House of PSC changes within 14 days. Changes to PSC information must be reported within 14 days. Companies House must be notified of PSC information changes within 14 days.
What triggers a change?
Any of the following events require you to review whether PSC details need updating:
Share transfers or new share issuances affecting the above conditions
Changes to voting agreements or rights to appoint or remove directors
New arrangements creating significant influence (financing deals, veto rights)
A PSC ceasing to meet one or more conditions
A new PSC emerging through acquisition or restructuring
New PSCs must be added, and former PSCs removed or updated, with the date of change and new nature-of-control bands accurately reflected on forms sent to Companies House. If details are no longer correct, they must be amended promptly.
Companies can apply for a short extension if a PSC cannot verify identity or supply a personal code within the standard 14 days, but must document the reasons for any delay. In exceptional circumstances, the Registrar may issue directions or annotations.
The annual confirmation statement is an opportunity to double-check that the central PSC register matches the company's records and to correct any mismatches or omissions. Think of it as your annual return for PSC data - a formal moment to ensure nothing has slipped through.
Privacy, Residential Address Protection and Public Access
Most PSC information - including the PSC's name, month and year of birth, nationality, service address, and nature of control - is available on the public Companies House register and to anyone inspecting the company's own register through public inspection.
However, there are important privacy protections:
Residential address: A PSC's usual residential address is always kept confidential and not shown on the public register unless the same address is also used as their service address. Companies are advised to avoid using home addresses as service addresses.
Date of birth: Full dates of birth are withheld from public view, with only the month and year visible. Law enforcement and certain public authorities can access full details when necessary.
Protection from disclosure: PSCs who can show that public disclosure puts them or someone who lives with them at serious risk of violence or intimidation may apply for protection from disclosure. In such cases, PSC details are suppressed from public view. PSCs can apply to suppress their information in exceptional circumstances.
The company must still hold accurate protected PSC information internally, even where Companies House has agreed to limit public access. The only information withheld is from public view - relevant authorities retain full access.
Consequences of Non‑Compliance and Enforcement
Failing to maintain a PSC register, failing to take reasonable steps to identify PSCs, or submitting false or incomplete PSC information are all criminal offences. Failing to provide PSC information is a criminal offence. Failure to comply with PSC regulations can result in criminal charges.
Typical sanctions
Sanction | Details |
|---|---|
Criminal liability | Company and officers (directors acting in default, company secretaries) face prosecution |
Fines | Failing to maintain a PSC register can result in fines for company directors, including daily default fines |
Imprisonment | In serious or deliberate cases, imprisonment under the Companies Act 2006 |
Share restrictions | Companies can apply restrictions on voting rights and shares if a suspected PSC fails to respond to statutory notices |
Register annotations | Companies House may annotate the register to flag non-compliance |
Companies can serve statutory notices on suspected PSCs or others likely to know relevant information and may apply restrictions on the relevant shares or voting rights if the person fails to respond.
PSCs themselves have a legal duty to inform the company when they become registrable, or when their nature of significant control changes, even if the company has not yet sent them a formal notice.
Regulators, lenders, professional advisers, and businesses supervised for anti money laundering purposes routinely check the PSC register and report discrepancies to Companies House and enforcement bodies. Around 50,000 UK companies have been found to incorrectly list foreign companies as their PSCs - effectively hiding true beneficial owners behind opaque corporate structures.
Further Guidance and Practical Next Steps
For small business owners and company secretaries, here are actionable steps to stay compliant:
Read the official guidance: Companies House and the Department for Business have published statutory guidance on significant influence or control, excepted roles, and protection regimes. This further guidance is essential reading for borderline cases.
Keep a clear internal file: Document all steps taken to identify PSCs - correspondence, share registers, organisational charts, and any legal advice about complex control structures. This demonstrates your reasonable steps if challenged.
Set diary reminders: Flag key dates including the confirmation statement date, known transaction dates, and the identity verification deadline. Review whether any PSC details have changed since the last filing at each checkpoint.
Brief PSCs early: Directors of new companies should capture initial PSC information at incorporation and brief all potential PSCs on their identity-verification obligations, including how to obtain and use a personal code, well in advance of deadlines.
Seek specialist advice for complex structures: Companies with trusts, limited partnerships, or overseas corporate owners should seek professional advice on how the PSC regime applies to them and on which individuals or entities must appear on the PSC register. This is particularly important where control is held indirectly or through informal arrangements.
Accurate PSC compliance isn't just a box-ticking exercise. It improves transparency, strengthens your relationships with banks and business partners, and protects your company from regulatory trouble.
Frequently Asked Questions
Does every UK company have to have a PSC?
Most UK companies will have at least one person with significant control. However, some large listed companies, widely held ventures, or joint ventures may not have any individual meeting the thresholds - for instance, where voting shares are admitted to trading on a regulated market and no single person holds more than 25%.
If, after taking reasonable steps, the company concludes that it has no PSCs, it must record an official "no registrable person with significant control" statement on its PSC register and file the same with Companies House. The register must never be left blank.
Limited liability partnerships and certain Scottish partnerships are also caught by the PSC regime, although their filing mechanics can differ from standard companies.
How is “significant influence or control” assessed in borderline cases?
There is no single test. You must look at the whole pattern of behaviour, including who in practice makes strategic decisions about finance, business plans, and senior appointments. A person holds significant influence if they can direct the actions of the majority of directors or shareholders, even without a formal majority stake.
Consider any informal agreements, family relationships, or financing arrangements that allow someone to shape outcomes. Where the position is unclear, refer to the statutory guidance on significant influence or control and, if necessary, obtain professional advice.
What if PSC details held by Companies House are wrong or out of date?
The company is responsible for correcting errors by filing the appropriate amendment forms and updating its internal PSC register without delay. If the relevant information no longer matches reality, it must be corrected promptly.
If a PSC's identity details - such as date of birth or name spelling - do not match their verified identity or personal code, Companies House may flag a data mismatch and ask for clarification. PSCs should ensure their personal details in company records match their official identity documents before completing verification to avoid delays and rejected filings. This is especially important given the respond ray ID checks and malicious bots protections now built into Companies House online systems.
Can a nominee shareholder or director be treated as the PSC?
Where someone holds shares or acts as a director purely as a nominee, you must usually look through to the person on whose behalf they act to identify the real person with significant control. Nominee arrangements do not shield beneficial owners from disclosure.
The underlying individual who directs how the rights are exercised will normally be the PSC, not the nominee whose name appears on the share register or at Companies House. Companies should document nominee arrangements carefully to demonstrate how they identified the true PSC behind the nominee.
How does the PSC regime interact with anti‑money‑laundering (AML) checks?
Regulated firms such as banks, accountants, and solicitors must identify beneficial owners and compare their findings with the PSC register as part of customer due-diligence checks conducted for anti money laundering purposes. The central register serves as a key reference point during onboarding.
Where there are discrepancies between AML information and the Companies House PSC data, those firms may be legally required to report the discrepancy to Companies House and relevant enforcement bodies.
Accurate PSC information therefore supports smoother onboarding with banks and other regulated counterparties and reduces the risk of compliance queries. Keeping your company's PSC information current is one of the simplest ways to avoid friction when opening accounts, securing financing, or entering contracts with regulated business partners.
