By
August 31, 2026
Who Qualifies as a Person With Significant Control?
A person qualifies as a Person with Significant Control (PSC) of a UK company if they meet at least one of five legal conditions relating to ownership, voting rights or control.
The most common PSCs are individuals who own more than 25% of a company’s shares or voting rights. However, someone can qualify without owning any shares if they can control the board or significantly influence the company’s decisions.
An individual will normally qualify as a PSC if they meet one or more of the following conditions:
These conditions can be met directly or indirectly, including through another company or an ownership arrangement.
A person will normally qualify as a PSC if they hold, directly or indirectly, more than 25% of the company’s shares.
The wording “more than 25%” is important:
Companies House records share ownership within the following categories:
Companies should check their register of members, share certificates, statements of capital and any documents affecting beneficial ownership.
A person qualifies if they control more than 25% of the company’s voting rights.
Share ownership and voting rights are often the same, particularly where a company has only ordinary shares. However, they may differ when a company has:
For example, someone might own only 20% of the total shares but control 30% of the votes. That person would qualify as a PSC under the voting-rights condition.
Companies should examine the rights attached to each share class instead of relying only on the number of shares held.
A person qualifies as a PSC if they have the right to appoint or remove a majority of the company’s board of directors.
This right may be included in:
For example, a company may have three directors. If an investor has the right to appoint or remove two of them, the investor can control the majority of the board and will normally qualify as a PSC.
If a company has only one director and another person has the right to appoint or remove that director, that other person may also meet this condition.
Someone may qualify as a PSC even if they do not own more than 25% of the shares, control more than 25% of the votes or have the right to appoint most directors.
The fourth condition applies where a person has the right to exercise, or actually exercises, significant influence or control over the company.
This may include someone who can direct the company’s activities or ensure that the company generally follows their wishes.
Possible indicators include having decision-making or absolute veto rights over important matters such as:
The influence does not necessarily have to be written into a formal agreement. A person who is regularly involved in directing the company and whose instructions are generally followed may exercise significant control in practice.
However, normal minority shareholder protections do not ordinarily create significant control by themselves.
Normally, no.
A person will not usually qualify as a PSC merely because they provide professional advice to the company as an:
Similarly, being a supplier, lender, customer, employee or director does not automatically make someone a PSC.
The person could still qualify if their role goes beyond its normal boundaries and gives them substantial influence over the company’s activities.
The fifth condition applies in less common situations involving a trust or a firm that does not have its own legal personality.
An individual may qualify as a PSC where:
For example, an individual might have the power to direct trustees’ decisions, control the distribution of trust assets or give instructions that the trustees generally follow.
Ownership structures involving trusts and partnerships can be complicated, so professional advice may be appropriate.
Yes. PSC conditions may be met through indirect ownership or control.
For example, an individual may own a holding company that owns a UK subsidiary. The UK subsidiary must examine the ownership chain to determine whether it should register:
The correct entry depends on the entities involved, their disclosure obligations and where they appear within the ownership chain.
A person cannot necessarily avoid PSC status by placing their shares or control rights inside another company.
Yes. A company can have more than one PSC.
Consider a company with the following ownership:
Shareholders A and B qualify because each owns more than 25%. Shareholder C does not qualify through share ownership alone because they hold exactly 25%.
Shareholder C might still qualify if they meet another condition—for example, if they have the right to appoint most directors.
People may sometimes be treated as holding rights jointly where an agreement requires them to exercise those rights together.
For example, two shareholders may each own 20% but have agreed to vote jointly. Their combined rights may need to be considered when determining whether either or both qualify as PSCs.
Companies should examine formal and informal arrangements between shareholders, particularly where people regularly coordinate how they exercise their rights.
No. Being a director does not automatically make someone a PSC.
A director qualifies only if they meet at least one of the five conditions. For example, they may:
In a one-person company, the sole shareholder and director will usually also be the company’s PSC.
Yes. PSC status does not depend on nationality or residence.
An overseas owner who meets one or more of the conditions must generally be registered in the same way as a UK-resident owner.
For example, a person living in Malta who owns 60% of a UK limited company will normally qualify as a PSC.
Yes. A company may have no individual who meets any of the five conditions.
For example, four independent shareholders might each own exactly 25% of the shares and voting rights, with no special rights or agreements giving any one of them additional control.
The company must still investigate its ownership and control. If it concludes that there is no registrable PSC, it must submit the appropriate statement to Companies House. Its PSC information cannot be left blank.
Once a company identifies an individual PSC, it generally needs to obtain and confirm:
The company must report every applicable nature of control. For example, someone may qualify because they own more than 25% of both the shares and voting rights.
PSCs must also complete the applicable Companies House identity-verification requirements and provide their personal code within their specified period.
No, not under the share or voting-rights tests alone. The threshold is more than 25%. The person could still qualify under another condition.
Yes. Someone who owns 50% meets the “more than 25%” condition and will normally be a PSC.
Yes. A person may qualify through voting rights, board appointment powers or significant influence and control.
PSC status depends on who ultimately holds or controls the rights. A nominee arrangement does not necessarily make the nominee the true PSC or prevent the beneficial owner from being identified.
Age does not automatically prevent someone from being a PSC. If a minor holds sufficient ownership or control rights, the company should assess the arrangement carefully.
The terms are related but are not always legally identical. PSC is a specific status determined under UK company law using the five statutory conditions.
A person qualifies as a PSC if they meet at least one of five tests involving shares, voting rights, control over the board, significant influence, or control through a trust or firm.
The clearest cases involve ownership of more than 25% of the shares or voting rights. However, companies must also examine special rights, shareholders’ agreements, indirect ownership and how decisions are made in practice.
For current requirements, consult the official Companies House guidance on identifying People with Significant Control.
This article provides general information and does not constitute legal or professional advice.
