Yes. An individual who owns more than 25% of the shares in a UK company will normally qualify as a Person with Significant Control (PSC).

The same applies if the person controls more than 25% of the company’s voting rights, even if their shareholding is lower. However, owning exactly 25% is not enough to satisfy the share ownership condition by itself.

What Is the PSC Ownership Threshold?

The legal threshold is more than 25% of the company’s shares.

This means:

  • 20% does not meet the share ownership condition.
  • Exactly 25% does not meet the condition.
  • 25.1% meets the condition.
  • 30%, 50%, 75% and 100% all meet the condition.

A person needs to meet only one of the five PSC conditions to be registered. Owning more than 25% of the shares is simply the most common way of qualifying.

Does Owning Exactly 25% Make Someone a PSC?

Not through share ownership alone.

The legislation uses the phrase “more than 25%,” meaning a shareholder with exactly one-quarter of the company’s shares does not meet that particular condition.

However, someone with exactly 25% could still qualify as a PSC if they:

  • Control more than 25% of the voting rights
  • Can appoint or remove a majority of the directors
  • Have the right to exercise significant influence or control
  • Actually exercise significant influence or control
  • Control the company through a relevant trust or firm

The company must therefore examine the person’s complete rights and influence rather than considering only their percentage of shares.

How Does the 25% Rule Work in Practice?

Consider a company with 100 ordinary shares:

  • Shareholder A owns 40 shares.
  • Shareholder B owns 35 shares.
  • Shareholder C owns 25 shares.

Shareholders A and B each own more than 25%, so both will normally be PSCs.

Shareholder C owns exactly 25% and does not qualify through the share ownership condition alone. The company must still consider whether Shareholder C meets another PSC condition.

What if Two People Each Own 50%?

Both will normally qualify as PSCs.

Each owns more than 25% of the shares and will usually control more than 25% of the voting rights. Both individuals should therefore be registered with Companies House, with all applicable natures of control reported.

A company is not limited to having only one PSC.

What if Four Shareholders Each Own 25%?

If four independent shareholders each own exactly 25%, none qualifies under the share ownership condition alone.

If each shareholder also has exactly 25% of the voting rights, none meets the voting-rights condition either.

The company must still determine whether anyone:

  • Has additional rights under the articles of association
  • Can appoint or remove most directors
  • Has special veto or decision-making powers
  • Exercises significant influence over the company
  • Has agreed to exercise rights jointly with another shareholder

If nobody meets any of the five PSC conditions, the company must report that it has no registrable PSC. Its PSC information cannot simply be left blank.

Do Voting Rights Matter as Well as Share Ownership?

Yes. Shares and voting rights are separate PSC conditions.

A person may hold more than 25% of the shares but a different proportion of voting rights. This can happen when a company has several classes of shares, such as:

  • Ordinary voting shares
  • Non-voting shares
  • Preference shares
  • Shares with enhanced voting rights
  • Alphabet shares carrying different rights

For example, an investor might own only 20% of the issued shares but control 40% of the votes. That investor would not meet the share ownership condition but would meet the voting-rights condition.

Companies should check the rights attached to every share class rather than assuming that one share always carries one vote.

Can Someone Be a PSC With Less Than 25%?

Yes. Owning more than 25% is not the only route to PSC status.

Someone with a smaller shareholding—or no shares at all—could qualify if they:

  • Control more than 25% of the voting rights
  • Can appoint or remove a majority of the board
  • Have the right to exercise significant influence or control
  • Actually direct or substantially influence the company
  • Exercise control through a trust or firm

For example, a founder may reduce their shareholding to 20% but continue to make all important decisions. If the directors generally follow that person’s instructions, the founder may still qualify as a PSC.

Reducing ownership below the threshold does not automatically remove PSC status.

Does Indirect Ownership Count?

Yes. Shares may be held directly or indirectly.

An individual may indirectly control more than 25% of a UK company through:

  • A holding company
  • A chain of companies
  • A nominee arrangement
  • A trust
  • Another legal entity

The company may need to trace the ownership chain to determine who ultimately controls the shares and whether an individual PSC or relevant legal entity should be registered.

Example of indirect ownership

An individual owns 100% of Holding Company A. Holding Company A owns 60% of Trading Company B.

The individual may indirectly control Trading Company B, although the correct PSC entry will depend on whether Holding Company A qualifies as a registrable relevant legal entity and where it appears in the ownership chain.

Complex group structures may require professional advice.

Does Beneficial Ownership Count?

The PSC assessment is not always limited to the name recorded in the company’s register of members.

Where one person is the registered shareholder but holds shares on behalf of another person, the company may need to consider who ultimately holds or controls the rights.

A nominee arrangement cannot necessarily be used to conceal the individual who genuinely owns or controls the company. The company should review the legal and beneficial ownership arrangements carefully.

What if Shares Are Held Jointly?

Jointly held shares require careful consideration.

If two or more people jointly hold shares, each person may be treated as holding the relevant rights for PSC purposes, depending on the arrangement and how those rights can be exercised.

Separate shareholders may also need to be considered together if they have agreed to exercise their rights jointly. This could cause people with individual holdings below 25% to qualify as PSCs.

Companies should review shareholders’ agreements, voting arrangements and other understandings between owners.

What Shareholding Percentage Is Reported?

Companies House does not normally publish the precise percentage held by an individual PSC. Instead, the nature of control is reported using one of three bands:

  • More than 25% but not more than 50%
  • More than 50% but less than 75%
  • 75% or more

For example:

  • A 30% shareholder falls within the first band.
  • A 60% shareholder falls within the second band.
  • A 75% shareholder falls within the third band.

The same bands are generally used when reporting voting rights.

When Does Someone Become a PSC?

A person normally becomes a PSC on the date they first meet at least one of the conditions.

This could happen when they:

  • Acquire additional shares
  • Receive new voting rights
  • Enter into an agreement giving them board appointment powers
  • Obtain significant decision-making rights
  • Begin exercising significant control in practice

For example, if a shareholder increases their ownership from 20% to 30%, they will normally become a PSC on the date the additional shares are registered or otherwise take effect.

What Must the Company Do?

Once a person is identified as a PSC, the company must obtain and confirm the required information, including:

  • Full name
  • Date of birth
  • Nationality
  • Country of residence
  • Service address
  • Residential address
  • Date they became a PSC
  • Nature and level of their control
  • Date their information was confirmed

The company must then report the PSC to Companies House within the applicable filing period.

The PSC must also complete the relevant Companies House identity-verification requirements and provide their personal code within their specified period.

What if the Shareholding Changes?

The company must review its PSC position whenever shares or rights change.

A change may need to be reported when:

  • A person’s ownership rises above 25%
  • A person’s ownership falls to 25% or below
  • A PSC moves into a different reporting band
  • New shares are issued
  • Shares are transferred
  • Share rights are changed
  • Voting arrangements are introduced or ended

The company should not wait until its next confirmation statement to report a change in PSC information.

Frequently Asked Questions

Does owning 26% make someone a PSC?

Yes. A person who directly or indirectly owns 26% of the shares will normally qualify.

Does owning 25% make someone a PSC?

Not under the share ownership condition alone because the threshold is more than 25%.

Does owning 50% make someone a PSC?

Yes. A 50% shareholder owns more than 25% and will normally be a PSC.

Does owning 75% make someone a PSC?

Yes. A person holding 75% falls within the highest Companies House reporting band of 75% or more.

Can two shareholders both be PSCs?

Yes. If two people each own 50%, both will normally qualify.

Can a minority shareholder be a PSC?

Yes. A minority shareholder who owns more than 25% qualifies. Someone with 25% or less may also qualify through another form of control.

Is a shareholder automatically a PSC?

No. A shareholder becomes a PSC only if they meet at least one of the five legal conditions.

Key Takeaway

Owning more than 25% of a UK company’s shares will normally make an individual a PSC. Owning exactly 25% will not satisfy the share ownership condition by itself.

Companies must also examine voting rights, board appointment powers, indirect ownership and other forms of influence. A person can therefore be a PSC with less than 25% ownership—or without owning any shares at all.

For current requirements, consult the official Companies House guidance on People with Significant Control.

This article provides general information and does not constitute legal or professional advice.

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