What Is a Person With Significant Control in a UK Company?
A Person with Significant Control (PSC) is someone who owns or exercises substantial control over a UK company. A PSC is sometimes described as a beneficial owner because they may ultimately own or control the business, even if they are not responsible for its daily management.
Most UK companies must identify their PSCs and report the relevant information to Companies House. This helps make company ownership and control more transparent.
An individual will normally qualify as a PSC if they meet one or more of the following conditions:
A company can have one PSC, several PSCs or, in some cases, no individual who meets the relevant conditions.
The threshold is more than 25%, not 25% exactly.
For example:
Companies House records the level of ownership or voting rights in specified ranges:
No. A shareholder is not automatically a PSC.
A shareholder who owns 10% of an ordinary share class, for example, would not usually qualify based on share ownership alone. However, that person might still be a PSC if they have special voting rights, can appoint or remove most directors, or exercise significant influence over the company through another arrangement.
Companies should examine the rights attached to shares, their articles of association and any shareholders’ agreement. The number of shares alone may not reveal who actually controls the business.
Yes. A director can also be a PSC, but being a director does not automatically make someone a PSC.
A director becomes a PSC only if they satisfy at least one of the PSC conditions—for example, by owning more than 25% of the shares or controlling more than 25% of the voting rights.
In a small owner-managed company, the sole director and shareholder will often also be the company’s only PSC.
Significant influence or control can exist even where a person does not own more than 25% of the company.
It may apply where someone can direct the company’s activities or ensure that the company generally follows their wishes. Relevant rights could arise from the company’s constitution, share rights, a shareholders’ agreement or another arrangement.
Examples may include having extensive decision-making or veto rights over important matters such as:
Normal professional advice from an accountant, solicitor or business adviser will not ordinarily make that adviser a PSC. Standard minority shareholder protections also do not necessarily amount to significant control.
The assessment depends on the person’s actual rights and the facts of the arrangement. Complex ownership structures may require professional advice. The government publishes detailed statutory guidance on significant influence or control.
The PSC regime is designed to identify the individuals who ultimately own or control a company. However, another company or legal entity may sometimes be entered on the register as a relevant legal entity, commonly known as an RLE.
This may apply where the legal entity:
Ownership structures involving parent companies, overseas entities, trusts or partnerships can be complicated. The company may need to examine the ownership chain to identify the correct individual, legal entity or registrable person.
A UK company generally needs to obtain and confirm information including the PSC’s:
Most of this information appears on the public Companies House register. The PSC’s full date of birth and residential address are not normally displayed publicly.
In limited circumstances, a PSC may apply to Companies House to protect certain information where public disclosure would create a serious risk of violence or intimidation.
Yes. Identity verification is now a legal requirement for PSCs, introduced through a phased Companies House process.
After completing identity verification, the PSC receives a Companies House personal code. That code must be provided to Companies House so the verified identity can be connected to the person’s PSC role.
Every PSC has a 14-day period in which to submit the personal code and verification statement. The relevant dates depend on factors including when the person was registered as a PSC and whether they are also a director. PSCs should check their individual deadline using the official Companies House identity verification guidance.
PSC information must be supplied when a company is incorporated. Companies must also report subsequent changes to Companies House.
When PSC information changes, the company must generally:
Changes that may need to be reported include:
Companies should not wait until the next confirmation statement to report a PSC change.
A company’s PSC information cannot simply be left blank.
If no individual or registrable legal entity meets the PSC conditions, the company must submit the appropriate statement to Companies House confirming that it has no registrable PSC.
A company may also need to submit a prescribed statement if it is still investigating its ownership or has not yet confirmed a suspected PSC’s details.
The company must take reasonable steps to determine whether it has a PSC and identify that person.
This can include:
The company should not enter unconfirmed information as if it were established fact. It should use the relevant Companies House statement while its investigation continues.
Companies and their officers have legal duties relating to PSC information. A person who receives a formal request for information may also have a duty to respond.
Failing to provide accurate PSC information, ignoring information requests or failing to meet identity-verification requirements can result in criminal or financial penalties. Companies may also be able to impose restrictions on shares or voting rights where a suspected PSC repeatedly fails to respond.
Providing false information to Companies House can have serious legal consequences.
Suppose a company has four shareholders:
Shareholders A and B would normally be PSCs because each owns more than 25% of the shares. Shareholders C and D would not qualify under the share ownership condition.
However, Shareholder C could still qualify if a shareholders’ agreement gives them the right to appoint or remove most directors or grants them significant control over the company.
The terms are often used in a similar way, but PSC is a specific legal reporting status under UK company law. Whether someone is a PSC depends on the statutory conditions.
Yes. Every individual who meets at least one PSC condition should normally be identified and reported.
Yes. A person does not need to live in the UK or be a British citizen to be a PSC of a UK company.
Yes. Someone may qualify through voting rights, the power to appoint or remove most directors, or significant influence or control.
Not under the share ownership condition alone. The threshold is more than 25%. The person could still qualify under another condition.
Most PSC information is displayed on the public Companies House register. Residential addresses and complete dates of birth are not normally shown publicly.
A Person with Significant Control is an individual who ultimately owns or exercises substantial control over a UK company. Ownership of more than 25% of the shares or voting rights is the most common test, but control can also arise through board appointment rights, contractual arrangements or actual influence over the business.
Every UK company covered by the PSC regime should investigate its ownership and control structure, confirm the required details, report them accurately and keep the information up to date.
For current filing and identity-verification requirements, consult the official Companies House PSC guidance.
This article provides general information and does not constitute legal or professional advice.