The PSC Register: Identifying People with Significant Control

The short answer: what the PSC register is in 2026

The PSC register is the public record of the people with significant control over a UK company: the individuals, and in some cases the companies, that ultimately own or control it. Since 18 November 2025 companies no longer keep their own PSC register. The information is delivered to and held only by Companies House, but the company is still responsible for identifying its PSCs, confirming their details and keeping the central record accurate.

An individual is a PSC if they meet at least one of five conditions: more than 25% of the shares, more than 25% of the voting rights, the right to appoint or remove a majority of the board, significant influence or control, or significant influence or control over a trust or firm that itself meets one of the conditions. Interests held through a chain of companies count if each link is a "majority stake".

Every individual PSC must also verify their identity with Companies House and supply a personal code within a fixed 14-day window. This guide explains the conditions, how to trace control through corporate chains, when a company is recorded instead of a person, and what boards should do now. It reflects the position as of October 2026.

The legal framework behind the PSC register

The rules sit in Part 21A of the Companies Act 2006, inserted by the Small Business, Enterprise and Employment Act 2015 and brought into force in stages from 2015 to 2016. Schedule 1A sets out the five conditions and the technical rules on indirect holdings, joint arrangements and calculating percentages. Section 790C defines the key terms, including "registrable person" and "registrable relevant legal entity".

The Economic Crime and Corporate Transparency Act 2023 then changed how the regime works in practice. It abolished the requirement for companies to keep their own register of PSCs, and of directors and secretaries, from 18 November 2025. According to the government's summary of the changes to company registers, the option to hold officer and PSC information on the central register instead of locally was removed on the same date. Companies must still keep a register of members at their registered office or single alternative inspection location.

The fourth and fifth conditions are explained in statutory guidance on the meaning of "significant influence or control". The Department for Business and Trade published an updated 2026 version in March 2026, replacing the 2017 guidance and reflecting the abolition of company-held registers. LLPs and eligible Scottish partnerships have their own separate guidance. Companies House's own guidance on people with significant control covers the practical filing steps.

Some entities are outside the company regime or have their own version. LLPs and certain Scottish partnerships have parallel PSC rules, and overseas entities that own UK land fall under the separate Register of Overseas Entities, which has its own concept of registrable beneficial owners.

The five conditions for significant control

A person needs to meet only one condition to be a PSC, and the register records the natures of control that apply. Someone who meets one of the first three conditions does not also need to be reported under the fourth. The share and voting conditions are recorded in bands: more than 25% up to and including 50%, more than 50% but less than 75%, and 75% or more.

Significant influence or control in practice

The fourth condition catches people who do not cross a numerical threshold but still direct the company. The statutory guidance distinguishes significant influence (the ability to ensure the company generally adopts the activities you want) from control (the power to direct its policies). Absolute veto rights over business planning, adding new lines of business or appointing the chief executive can point towards significant influence, while ordinary minority protections that only protect an investment usually do not.

Professional advisers acting in that capacity, and directors acting only as directors, are generally not PSCs because of that role alone. The analysis is fact-specific and should be recorded in a short memo, because it is the evidence you will rely on if Companies House or a counterparty asks why someone is, or is not, on the register.

Joint interests and joint arrangements

Two people who hold shares jointly are each treated as holding them. More importantly, where shareholders have an arrangement to exercise their rights jointly in a pre-determined way, each is treated as holding the combined total. Two founders each with 20% who always vote together under a voting agreement may therefore each be a PSC with more than 25%.

Tracing control through corporate chains

Most PSC questions in groups are tracing questions. Under Schedule 1A a person holds a share or right "indirectly" if they have a majority stake in a legal entity that holds it, or in the top of a chain of entities where each has a majority stake in the one below. A majority stake means, in broad terms, a majority of the voting rights, the right to appoint or remove a majority of the board, or the right to exercise or the actual exercise of dominant influence or control.

The consequence is that control passes up a chain only through majority links. A 30% shareholder in a holding company that owns 100% of a UK subsidiary is not, for that reason alone, an indirect PSC of the subsidiary under the first condition, because a 30% stake is not a majority stake. That person may still be caught by the fourth condition if they in fact direct the group.

Registrable relevant legal entities

A company is recorded on the PSC register instead of an individual where it is a "relevant legal entity" (RLE): a legal entity that would be a PSC if it were an individual and is subject to its own disclosure requirements. Under section 790C, that includes UK companies within the PSC regime, eligible Scottish partnerships and entities with voting shares admitted to trading on a UK or EU regulated market, among others.

Only the first RLE in the chain is usually registrable. If a UK subsidiary is wholly owned by a UK holding company, the holding company is the registrable RLE and the individuals behind it appear on the holding company's own PSC register, not the subsidiary's.

A foreign parent that is not listed on a UK or EU regulated market is usually not an RLE. In that case the UK company must look through the foreign parent to the individuals above it and record them. This is the most common error we see in groups with parents in Bangladesh, the Gulf or Asia: the overseas parent is entered as a corporate PSC when it does not qualify, and the real individuals are missing.

Identifying, contacting and verifying PSCs

The company's duties do not stop at filing what it already knows. It must take reasonable steps to find anyone who could be a PSC or a registrable RLE, contact them and confirm their details before delivering them to Companies House.

1. Map the ownership. Start from the register of members, then read the articles, any shareholder agreement and investor side letters for voting, appointment and veto rights.
2. Trace upwards. For each corporate shareholder above 25%, decide whether it is a registrable RLE. If it is not, follow majority stakes up the chain until you reach individuals or a qualifying RLE.
3. Test the softer conditions. Consider significant influence or control and any trusts or partnerships in the structure, using the statutory guidance.
4. Send notices. Where you believe someone is or may be a PSC but cannot confirm their details, send them a notice. A person who fails to respond within one calendar month, or gives false information, commits a criminal offence punishable by up to two years' imprisonment, a fine or both.
5. Confirm and file. Once details are confirmed, deliver them to Companies House, including the nature of control and the relevant bands. If there is no PSC, or details cannot yet be confirmed, file the appropriate statement. The PSC information cannot be left blank.
6. Collect personal codes. Each individual PSC must verify their identity and supply a Companies House personal code within their 14-day window.
7. Keep it current. Report changes to Companies House within 14 days of confirming them, and diarise the annual confirmation statement.

Identity verification windows

Companies House's guidance on when to verify sets three different windows.

A PSC who is not a director of the same company supplies their code within the first 14 days of their birth month. A PSC who is also a director supplies it separately for each role: in the confirmation statement as director, and through the PSC service within 14 days starting the day after the confirmation statement date. A person who became a PSC after 18 November 2025 supplies the code when first added or within 14 days of being added. Our guide to Companies House identity verification sets out the detail.

Verification for officers of corporate PSCs, and for people filing on behalf of companies, is being introduced later. Until then, a registrable RLE appears on the PSC register without an individual verification code.

Illustrative scenario: a founder, a fund and an overseas parent

This example is illustrative only and uses generic parties.

A London technology company has three shareholders. A private company incorporated in Dhaka holds 55%. A UK venture fund, structured as a limited partnership, holds 30%. The founder holds 15% but, under the shareholder agreement, can veto the annual budget and the appointment of the chief executive.

The Dhaka company is not listed and is not subject to UK disclosure rules, so it is not an RLE. The UK company must look through it. Two siblings each own 50% of the Dhaka company and have a written agreement to vote together. Neither alone has a majority stake, so neither holds the 55% indirectly through a majority link.

But their joint arrangement means each is treated as holding the combined position in the Dhaka company, giving each of them a majority stake and so an indirect holding of more than 50%. Both are recorded as PSCs.

The fund holds more than 25%. A limited partnership without separate legal personality is a "firm", so the fifth condition is in play: the individuals who control the fund's general partner may need to be recorded. The founder's 15% is below the threshold, but the veto rights over strategy and senior appointments need to be tested against the significant influence or control guidance. The company records its analysis and sends notices to each person it has identified, then files the confirmed details and collects personal codes.

Common PSC register mistakes and risks

Cross-border groups and the PSC register

For foreign groups, the PSC register is often the first place UK counterparties look to understand who stands behind a company. Banks, payment providers and investors routinely compare it with their own beneficial ownership checks under the money laundering regulations, and inconsistencies slow things down. Our anti-money laundering team advises on aligning the two.

Groups with UK subsidiaries owned through Dhaka, Dubai or Singapore holding companies should map the chain once, agree who will be recorded, and make sure every individual PSC can complete verification from abroad.

Where the group also owns UK land through an overseas entity, the Register of Overseas Entities applies in parallel and its tests are not identical. If you are still deciding how to structure a UK presence, our guide to registering an overseas company in the UK compares a branch with a subsidiary, and our Bangladeshi businesses in the UK page covers the corridor-specific issues.

For new companies, PSC analysis should happen before incorporation, because the PSC details and personal codes are needed at registration. Our company formation team builds this into the set-up process.

What to do next: a PSC register checklist

• Pull the current PSC register entries from Companies House for every UK company in the group and compare them with the register of members.
• Map each chain of ownership, identify which corporate shareholders are genuine registrable RLEs and trace through the rest.
• Review shareholder agreements, investor rights and trust or partnership arrangements for the third, fourth and fifth conditions.
• Check that every individual PSC has verified their identity and supplied their code in the correct window.
• Send notices where details cannot be confirmed, and diarise the one-month response period.
• File corrections, cessations and new entries, and keep a PSC file with your reasoning.
• Add a PSC review to the completion checklist for every share issue, transfer and shareholder agreement.

TRW & Co's London office is authorised and regulated by the Solicitors Regulation Authority. Our corporate governance lawyers advise UK companies and international groups on PSC analysis, notices and Companies House filings, and our corporate team builds PSC checks into transactions. To discuss your structure, contact us at info@trw.co or on +880 1779 127165, or visit us at Holborn Gate, 330 High Holborn, London WC1V 7QH.

Frequently asked questions

Sources and official materials

1. People with significant control (PSCs) — Companies House guidance on conditions, notices, filing and protection
2. Companies Act 2006, Schedule 1A — The five conditions, indirect holdings and majority stakes
3. Companies Act 2006, section 790C — Definitions of registrable person and relevant legal entity
4. Changes to company registers — Abolition of company-held PSC registers from 18 November 2025
5. Statutory guidance on the meaning of significant influence or control — 2026 guidance on how the fourth and fifth conditions apply
6. When you need to verify your identity for Companies House — Identity verification windows for PSCs
7. Register an overseas entity — Separate beneficial ownership regime for overseas entities owning UK land

General information only, current as at 21 October 2026. It is not legal advice and does not create a solicitor–client relationship. It reflects the law of England and Wales unless stated otherwise; Scotland and Northern Ireland have separate legal systems, and the law changes frequently. Check current official sources and take advice on the facts of your matter.