By
August 31, 2026
What Are the Five Conditions for Being a PSC?
A person is a Person with Significant Control (PSC) of a UK company if they meet at least one of five legal conditions. These conditions identify the individuals who ultimately own, influence or control the company.
The first three conditions concern shares, voting rights and control over the board. The final two cover other forms of significant influence, including control exercised through a trust or firm.
An individual may qualify as a PSC if they:
A person needs to meet only one condition to qualify. However, the company must report all applicable conditions when recording that person’s nature of control.
The first condition is met when an individual holds, directly or indirectly, more than 25% of the company’s shares.
For example:
The threshold is more than 25%, not 25% or more.
Companies House records the level of share ownership using these bands:
The company should review its register of members, share certificates, statements of capital and any arrangements involving beneficial ownership.
A UK company has three shareholders:
Shareholders A and B meet the first condition. Shareholder C does not meet it.
The second condition is met when an individual holds, directly or indirectly, more than 25% of the company’s voting rights.
Voting rights are often attached to shares, but the percentage of shares and votes is not always identical. A company may have different share classes carrying different rights.
For example, a person could own 20% of the shares but control 35% of the votes. That person would meet the voting-rights condition even though they do not meet the share ownership condition.
The company should check:
A company has 100 shares. An investor owns 20 shares, but those shares carry two votes each. If this gives the investor more than 25% of all available voting rights, the investor qualifies as a PSC under the second condition.
The third condition is met when an individual has the right to appoint or remove a majority of the company’s board of directors.
This right may arise under:
A person does not necessarily need to exercise the right. Having the right may be sufficient.
A company has five directors. An investor has the contractual right to appoint or remove three of them. Because the investor controls the majority of the board, the investor meets the third PSC condition.
If the company has only one director and another person has the right to appoint or remove that director, that person may also satisfy this condition.
The fourth condition applies when an individual has the right to exercise, or actually exercises, significant influence or control over the company.
This condition is particularly relevant where a person does not meet any of the first three tests but still has substantial influence over how the company operates.
“Control” may exist where someone can direct the company’s activities. “Significant influence” may exist where someone can ensure that the company generally follows their wishes.
Possible examples include a person with decision-making or absolute veto rights over:
A person may also exercise significant influence in practice if they regularly direct the company’s activities and the directors or shareholders generally follow their instructions.
A founder transfers all their shares to other people but continues to make the company’s important decisions. The directors consistently follow the founder’s instructions. Depending on the circumstances, the founder may still qualify as a PSC under the fourth condition.
Providing advice in a normal professional capacity does not ordinarily make someone a PSC.
An accountant, solicitor, tax adviser, consultant or financial adviser will not usually qualify merely because the company follows their professional recommendations.
Similarly, the following roles do not automatically make someone a PSC:
A person could still qualify if their role goes beyond its normal boundaries and gives them substantial control over the company.
Standard rights designed only to protect a minority shareholder’s investment will not normally satisfy the fourth condition by themselves.
The fifth condition applies where a trust or firm without separate legal personality has a qualifying interest in the company.
An individual may qualify as a PSC where:
Relevant powers may include the ability to:
A trust owns 60% of a UK company. Another individual has the power to direct how the trustees exercise the trust’s voting rights. That individual may qualify as a PSC under the fifth condition.
Because trusts and partnerships can involve complex legal arrangements, specialist advice may be necessary.
Yes. Share ownership, voting rights and board appointment powers may be held directly or indirectly.
For example, an individual may own a parent company that controls a UK subsidiary. The subsidiary must examine the ownership chain to determine who or what should be entered on its PSC record.
Depending on the structure, the registrable party could be:
Creating an additional holding company does not necessarily prevent the ultimate owner from being identified under the PSC rules.
Yes. It is common for an individual to satisfy several conditions.
For example, a sole shareholder may:
The company should report each relevant nature of control when submitting the PSC’s details.
However, where someone already meets one or more of the first three conditions, the company does not normally need to record the fourth condition simply because that ownership also allows the person to influence the company.
Yes. Every individual who meets at least one condition may need to be registered.
For example, if two shareholders each own 50% of a company, both meet the share ownership and voting-rights conditions. Both should normally be reported as PSCs.
There is no fixed maximum number of PSCs a company can have.
A UK company can have no registrable PSC.
For example, four independent shareholders may each own exactly 25% of the shares and voting rights, with no special rights or agreements giving any person additional control.
The company must still investigate its position. If nobody meets any of the five conditions, it must file the appropriate statement with Companies House confirming that it has no registrable PSC. The PSC information cannot simply be left blank.
To determine which conditions apply, the company should review:
The company must take reasonable steps to identify its PSCs and confirm the required information before reporting it.
No. Meeting just one condition can make someone a PSC.
No. The person must hold more than 25% of the shares or voting rights. Exactly 25% is not sufficient under those conditions alone.
Yes. Conditions three, four and five can apply to someone who does not personally own shares.
No. A director qualifies only if they meet at least one of the five conditions.
Yes. Nationality and residence do not affect whether someone meets a PSC condition.
The company should report all applicable natures of control, subject to the specific reporting rules for significant influence where the first three conditions already apply.
The five PSC conditions are designed to identify who ultimately owns or controls a UK company.
The first three conditions cover ownership of more than 25% of shares, control of more than 25% of voting rights and the power to appoint or remove most directors. The final two identify people who exercise significant influence directly or through a trust or firm.
Companies should consider formal legal rights and how control is exercised in practice. If the structure is unclear, professional advice may be appropriate.
For current requirements, see the official Companies House guidance on People with Significant Control.
This article provides general information and does not constitute legal or professional advice.
