By
August 30, 2026
Must a Nominee Arrangement Be Disclosed to Companies House?
A UK limited company does not generally submit a separate Companies House form simply labelled “nominee arrangement.” However, it must accurately report its registered directors, shareholders and people with significant control.
If a nominee holds shares or acts as a director for another person, the arrangement cannot be used to conceal someone who legally owns or controls the company.
Whether the underlying person must appear on the Companies House register depends on their ownership, voting rights and actual level of control.
Companies House does not generally require a private company to file its nominee agreement or declaration of trust as a standalone public document.
Documents such as the following will usually remain private:
However, keeping these documents private does not remove the company’s statutory disclosure duties.
The company must still provide accurate information about its directors, registered members and people with significant control.
Yes. A nominee director must be appointed and registered at Companies House in the same way as any other director.
The company must provide the required information, which may include the director’s:
Some information, such as the director’s service address and month and year of birth, may appear on the public register. Their full residential address is not normally displayed publicly.
The private agreement explaining that the director is acting as a nominee is not normally filed as a separate public document. However, the appointment itself must be disclosed.
The nominee shareholder must generally be recorded as the registered holder of the shares in the company’s register of members.
Companies must also provide required shareholder and share-capital information to Companies House through the applicable incorporation documents, confirmation statements and other filings.
The nominee may therefore appear as the registered shareholder. However, this does not necessarily satisfy the company’s obligations concerning the beneficial owner or PSC.
The company’s register of members and its PSC information serve different purposes:
A person may therefore need to be disclosed as a PSC even when the relevant shares are registered in a nominee’s name.
The beneficial owner must be reported to Companies House if they meet one or more of the legal conditions for being a person with significant control.
A person will commonly qualify as a PSC if they:
These conditions look beyond the name appearing in the register of members. Shares or voting rights held through a nominee must therefore be considered when identifying the person who ultimately owns or controls them.
Suppose an individual beneficially owns 80% of a UK company’s ordinary shares, but a nominee company is entered in the register of members as the registered shareholder.
The nominee will normally appear as the registered holder of the shares. However, the underlying individual is likely to satisfy the PSC conditions because they ultimately hold more than 25% of the shares or voting rights.
The company would normally need to report the qualifying beneficial owner through its PSC information. Merely reporting the nominee as the registered shareholder would not remove that obligation.
A beneficial owner who holds exactly 25% or less of the shares may not qualify as a PSC based on share ownership alone because the usual threshold is more than 25%.
However, the person may still be a PSC if they:
All rights and arrangements must be considered together. Dividing shares among several nominees does not prevent PSC disclosure if the shares are ultimately held for the same beneficial owner.
When a corporate entity acts as a nominee shareholder, the ownership chain must be examined.
In some circumstances, a qualifying legal entity may be entered as a registrable relevant legal entity. In other cases, the company may need to look through the corporate structure to identify the individual who ultimately satisfies the PSC conditions.
Complex structures involving overseas companies, trusts or several layers of nominees should be reviewed by a professional adviser.
No nominee arrangement can guarantee anonymity.
Even when the beneficial owner does not appear in the company’s register of members, their identity may still have to be provided:
A nominee should not be used to provide false or misleading information about who owns or controls a company.
A bank or payment provider may request the agreement even if it has not been filed with Companies House.
It may ask for:
Companies House registration alone does not satisfy every anti-money-laundering or customer due-diligence requirement.
A provider may refuse or close an account if the company does not disclose its true ownership structure.
HMRC may require information about the beneficial owner where it is relevant to the company’s tax affairs, dividend payments, trusts or anti-money-laundering checks.
The use of a nominee does not transfer tax obligations automatically to the nominee. The tax position will depend on who is beneficially entitled to the shares, income and sale proceeds.
The parties should obtain tax advice where the nominee or beneficial owner is resident outside the UK.
The company should maintain complete and accurate records, including:
Companies House filings should be updated when there is a relevant change to a director, shareholder, share structure or PSC.
Failure to provide required ownership or control information can lead to serious consequences.
These may include:
Companies and PSCs must cooperate with lawful requests for information and ensure that filings are accurate.
Much of a PSC’s information is normally available on the Companies House register, including their name, nationality, service address and nature of control.
A full residential address and complete date of birth are not normally shown publicly.
In limited circumstances, an individual who faces a serious risk of violence or intimidation may apply to protect some or all of their PSC information. Even where protection is granted, the company must still provide the required information to Companies House.
A nominee agreement or declaration of trust is not normally filed at Companies House as a separate public document.
Nevertheless:
Nominee arrangements do not override UK company-transparency rules. Companies should review the entire ownership and control structure, maintain proper documentation and obtain professional advice where the arrangement is complex.
This article provides general information and does not constitute legal, tax or financial advice.
