Understanding PSC (Person with Significant Control) Requirements

PSC requirements are the rules that make UK companies say who really owns and controls them. Every company must identify its people with significant control (PSCs), tell Companies House who they are, and keep that information up to date. Since November 2025, PSCs must also verify their identity. The rules can look technical, but most small companies only need to understand a handful of tests. This guide explains the PSC requirements in plain English: who counts, what you report, and what happens if you get it wrong.

What is a person with significant control?

A person with significant control is someone who owns or controls a company, directly or indirectly. In most small companies, the PSCs are simply the people who own more than a quarter of the shares. In more complex structures, a PSC might sit behind a chain of other companies, a trust or an agreement, and the PSC requirements are designed to find them.

The PSC regime applies to UK companies limited by shares or by guarantee, unlimited companies and LLPs. Companies listed on certain markets are exempt because they already disclose ownership under other rules.

The five conditions

An individual is a PSC if they meet one or more of these conditions:

1. Shares: they hold, directly or indirectly, more than 25% of the company's shares.
2. Voting rights: they hold, directly or indirectly, more than 25% of the voting rights.
3. Directors: they hold the right, directly or indirectly, to appoint or remove a majority of the board.
4. Significant influence or control: they have the right to exercise, or actually exercise, significant influence or control over the company.
5. Trusts and firms: they have the right to exercise, or actually exercise, significant influence or control over a trust or firm that itself meets one of the first four conditions.

The 25% rule in practice

"More than 25%" means exactly what it says. Someone with exactly 25% of the shares does not meet the first condition. Someone with 25.1% does. Four equal shareholders each holding 25% would have no PSC through shares, although one of them might still be a PSC through another condition, such as the right to appoint most directors.

Significant influence or control

This catches people who steer the company without owning it, for example someone whose agreement is needed for major decisions under a shareholders' agreement. Normal professional advisers, such as accountants and solicitors acting in that role, are not PSCs just because the directors take their advice.

Relevant legal entities

If your company is owned by another UK company that keeps its own PSC information, you do not look through it to the people behind it. Instead, you report that company as a relevant legal entity (RLE). The people behind the parent company are then reported on the parent's own record. This keeps the PSC requirements manageable for groups of companies.

If the parent is not subject to UK disclosure rules, such as most overseas companies, you usually have to look through it to the individuals who control it.

What you must tell Companies House

For each individual PSC, Companies House holds:

• full name and service address
• country or state of residence and nationality
• month and year of birth (the full date of birth is kept private)
• usual residential address (kept private)
• the date they became a PSC
• which of the five conditions they meet, and the ownership band, for example over 25% up to 50%, over 50% up to 75%, or over 75%

If your company has no PSC, or you cannot identify one, you must say so, and you must keep trying to find out.

No more company PSC register

Since 18 November 2025, companies no longer have to keep their own internal register of PSCs. The Companies House register is now the record, so it must be right. You must still take reasonable steps to identify your PSCs, and you can send notices to anyone you believe may be one.

When to report changes

Under the current PSC requirements, you must tell Companies House about any change to your PSC information within 14 days of confirming the change. That covers someone becoming or stopping being a PSC, a change in the nature or level of their control, and changes to their personal details. The forms are PSC01 to PSC09, and most changes are filed online. Our guide to updating PSC information walks through each form.

PSC changes are not reported on the confirmation statement. The statement only confirms that the information already filed is correct.

Identity verification for PSCs

From 18 November 2025, PSCs must verify their identity with Companies House and provide their personal code. When that has to happen depends on the PSC:

• PSCs who are also directors provide their personal code within 14 days starting the day after the company's confirmation statement date.
• PSCs who are not directors provide it within the first 14 days of their birth month, as shown on the register.
• New PSCs registered after 18 November 2025 provide it when they are first added, or within 14 days of being added.

Our guide to ID verification requirements explains how to verify, either through GOV.UK One Login or an Authorised Corporate Service Provider.

Joint holdings and people acting together

Two parts of the PSC requirements often surprise small companies:

• Joint interests. If two people hold shares jointly, each of them is treated as holding all of those shares. A married couple holding 30% of the shares jointly could both be PSCs.
• Joint arrangements. If two or more shareholders have agreed to vote together or act in concert, their holdings can be added together. Three shareholders with 10% each who always vote as a block under an agreement could all be PSCs.

Shares held through a nominee count as held by the person behind the nominee, and options or rights to acquire shares can also be relevant in some cases.

How to identify your PSCs

1. Start with the register of members. Note everyone who holds more than 25% of the shares, alone or jointly.
2. Check voting rights. Different share classes can carry different votes, so someone with fewer shares might still hold more than 25% of the votes.
3. Read the articles and any shareholders' agreement. Look for rights to appoint directors, vetoes and agreements to act together.
4. Look through corporate shareholders. Decide whether each one is a relevant legal entity or whether you need to look at the people behind it.
5. Send notices if you are unsure. You can formally ask anyone you think may be a PSC to confirm, and they must reply within one month.
6. Record your reasoning. A short note of how you reached your answer helps if anyone questions it later.

Examples

Two equal founders

Two people each own 50% of the shares and are both directors. Each holds more than 25% of the shares and voting rights, so both are PSCs. Both also need to verify their identity as directors and as PSCs.

Family company with four siblings

Four siblings each own 25%. None has more than 25%, so none is a PSC through shares. Unless one has special rights, the company reports that it has no registrable PSC, and keeps that under review.

Company owned by a holding company

A trading company is wholly owned by a UK holding company, which is owned by one person. The trading company reports the holding company as a relevant legal entity. The holding company reports the individual as its PSC.

What happens if you get the PSC requirements wrong?

Failing to comply with the PSC requirements is a criminal offence for the company and its officers, and can lead to fines or, in serious cases, imprisonment. Giving false information to Companies House is also an offence. A PSC who ignores a notice from the company to provide information can have restrictions placed on their shares, stopping them from selling the shares or receiving dividends until they comply. Under the identity verification rules, a PSC who does not verify can face financial penalties and enforcement action.

Beyond the law, wrong PSC information causes practical problems: banks check the register when opening accounts, lenders rely on it, and mismatches can delay deals.

PSC requirements: a checklist

• List everyone with more than 25% of shares or votes, or the right to appoint most directors.
• Consider anyone with significant influence through agreements or trusts.
• Report UK parent companies as relevant legal entities.
• Tell Companies House about any change within 14 days of confirming it.
• Make sure every PSC verifies their identity in their window.
• Review your PSCs whenever shares change hands.
• Check your PSC details on the public register at least once a year, when you file your confirmation statement.

Companies House sets out the full rules on GOV.UK in its guidance on people with significant control.

Get your PSC information right

We can work out who your PSCs are, file the right PSC forms with Companies House, and help each PSC with identity verification. See our PSC update service.