by UK People with Significant Control (PSC) Register: Complete Compliance Guide
29 Apr, 2026Quick Compliance Summary
- Identify who holds more than 25% of shares or voting rights.
- Determine who has the right to appoint or remove the majority of the board.
- Update your internal register immediately when ownership changes.
- File the details with Companies House within 14 days of a change.
- Maintain a permanent record of the register at your registered office.
Who Actually Counts as a Person with Significant Control?
The biggest mistake owners make is thinking only the "boss" counts. In reality, a PSC is any individual who meets specific thresholds of influence. You aren't just looking for a title; you're looking for power. Most people fall into this category if they meet one of five conditions.
First, there is the 25% rule. If someone holds more than 25% of the shares or voting rights in the company, they are a PSC. This is the most common trigger. For example, if you started a tech firm with three friends and you own 30% while they own 23.3% each, only you are the PSC. But if you all own 25% or more, you all go on the list.
Second, consider voting rights. Some shares don't have voting power, while others do. If an investor has a small slice of equity but holds 26% of the voting rights through a special agreement, they must be registered. This is a common pitfall in venture-backed startups where preference shares create complex power dynamics.
Third, look at the board. If a person has the right to appoint or remove a majority of the board of directors, they are in control. This happens often in holding company structures where a parent company's director controls the subsidiary's board.
Fourth, look for "significant influence." This is the grey area. If a person isn't a shareholder but the board is accustomed to acting on their instructions, they might be a PSC. Think of a silent partner or a dominant family member who doesn't own shares but makes every major decision.
Finally, consider the right to exercise significant influence over the company's activities. This is often tied to contractual rights, like a lender who can veto major capital expenditures once a certain debt level is reached.
The Two-Step Filing Process
You can't just tell Companies House who the owners are and call it a day. Compliance requires a dual-track approach: an internal record and a public filing.
The internal register is your "source of truth." It must be kept at your registered office or a Single Alternative Inspection Location (SAIL). This document should be more detailed than the public version, containing the date the person became a PSC and the specific nature of their control. If a regulator walks into your office and asks to see the register, "it's in a spreadsheet on my laptop" isn't a sufficient answer if that laptop isn't accessible at the registered address.
The external filing is the public-facing side. When you incorporate a new company, you must identify your PSCs during the setup. For existing companies, any change-whether someone leaves or a new person gains control-must be updated via the PSC Register portal or form PSC01, PSC02, or PSC07. The clock starts the moment the change happens, not when you decide to do the paperwork.
| Action | Internal Record | Companies House Filing | Deadline |
|---|---|---|---|
| New Company Formation | Create Register | Submit at Incorporation | Immediate |
| Ownership Change (>25%) | Update Register | Submit Update | 14 Days |
| Loss of Control | Update Register | Submit Cessation | 14 Days |
| Correction of Error | Amend Record | File Correction | As soon as possible |
Dealing with Legal Entities: The "Relevant Legal Entity" (RLE)
What happens when your company is owned by another company? You don't necessarily list every single human being in the chain of ownership. This is where the Relevant Legal Entity (RLE) comes in. An RLE is a legal entity that is already subject to its own registration requirements, such as a company listed on a regulated market (like the London Stock Exchange) or a government-owned body.
If your business is owned by a PLC, you list that PLC as an RLE. You don't have to dig through the PLC's thousands of shareholders to find individuals. However, if the owning entity is just another private limited company, you must "look through" that company to find the ultimate human being who holds the power. This is a crucial distinction. If you mistakenly list a private holding company as an RLE, you are technically in breach of compliance because you've hidden the actual person in control.
To determine if an entity is an RLE, ask: Is it listed on a registered stock exchange? Is it a public authority? If the answer is no, you must keep digging until you find the human individuals who meet the PSC criteria.
Common Pitfalls and How to Avoid Them
Many businesses fall into the trap of "set it and forget it." They file their PSC details at incorporation and never look at them again. But business is fluid. Shares are transferred, directors resign, and investment rounds happen. Every single one of these events could trigger a PSC update.
One common error is failing to account for "indirect' control. If John owns 100% of Company A, and Company A owns 30% of Company B, John is a PSC of Company B. He doesn't own the shares personally, but he controls the entity that does. Ignoring indirect control is one of the most frequent mistakes identified during corporate audits.
Another issue is the "dispute over control." Sometimes, two partners disagree on who actually has significant influence. In these cases, the law requires you to record the person as a PSC if there is a reasonable belief that they meet the criteria. It's better to over-report and then correct it than to under-report and be accused of concealment.
The PSC Compliance Checklist
Use this list as a quarterly audit to ensure you aren't drifting into non-compliance. If you can't check every box, your business is at risk.
- Audit Shareholding: Do any individuals hold more than 25% of shares?
- Review Voting Rights: Are there any shareholders with special voting rights that exceed the 25% threshold?
- Check Board Control: Does any individual have the power to appoint or remove the majority of the board?
- Analyze Influence: Has any non-shareholder gained enough influence that the board follows their lead?
- Verify RLEs: If other companies are listed, are they truly registered on a public market?
- Cross-Reference: Does the internal register match the public record at Companies House?
- Timestamp: Were all changes filed within the 14-day window?
What Happens If You Ignore the Register?
The government doesn't take PSC failures lightly. The Companies Act 2006 provides the legal framework for these requirements, and failing to comply is a criminal offense. While the government doesn't send every small business to prison, the penalties are severe.
First, there are financial penalties. Fines can be levied against the company and the individual directors. More importantly, the company can be flagged as "high risk" by banks. Most UK banks now run automated checks against the PSC register during KYC (Know Your Customer) reviews. If your register is out of date or missing, your business bank account could be frozen or closed without warning.
Furthermore, if you are seeking investment or selling the business, a due diligence process will uncover PSC discrepancies immediately. A messy register is a red flag for investors-it suggests poor governance and a lack of attention to detail, which can lead to a lower valuation or the deal falling through entirely.
What if no one person owns more than 25% of my company?
If no single individual meets any of the five PSC criteria, you must still notify Companies House. You don't just leave it blank; you file a statement confirming that the company knows of no one who meets the criteria for being a person with significant control.
How often should I update my PSC register?
You should update it the moment a change occurs. Legally, you have 14 days from the date of the change to notify Companies House. It is best practice to review your shareholding and control structure quarterly or after every major board meeting.
Can a company be a PSC?
Technically, the register is designed to find the "individual" (the human) behind the control. While you might list a company as a Relevant Legal Entity (RLE) if it's publicly listed, for private companies, you must look through the corporate layers to identify the actual people who exercise control.
Where should I keep my internal PSC register?
The internal register must be kept at the company's registered office. If you use a professional service for your registered address, you can arrange for them to hold the register, or you can designate a Single Alternative Inspection Location (SAIL) and notify Companies House of that address.
Does a Director always have to be a PSC?
No. Being a director is a role, while being a PSC is about control. A professional director who is hired to manage the company but owns no shares and has no power to appoint others is not a PSC. Conversely, a shareholder who is not a director but owns 30% of the company is definitely a PSC.
Next Steps for Business Owners
If you've realized your register is out of date, don't panic-but do act quickly. Start by drafting a current internal register. List every shareholder and their percentage of ownership, and identify anyone who fits the five criteria of control. Compare this list to what is currently visible on the public Companies House website.
If there are gaps, file the necessary updates immediately. If you have a complex structure with multiple holding companies, it may be worth spending an hour with a corporate lawyer to ensure you've correctly identified all "indirect" controllers. Once you're caught up, set a calendar reminder for a quarterly review to ensure you never fall back into non-compliance.