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What does PSC mean? Who counts as a person with significant control in my company? And do PSCs now need to verify their identity with Companies House?
This guide from WSP Solicitors’ Corporate Commercial Law Department, based in Gloucester, explains what a PSC is, who counts as one and what your company needs to do, including the identity verification rules that began in November 2025.
A person with significant control (PSC) is someone who owns or controls your company, usually by holding more than 25% of its shares or voting rights. They are sometimes called ‘beneficial owners’. They have the right to exert significant influence, or control, over the business and management of a limited company or LLP. A company can also have significant control over another company. We cover this under ‘Can a company be a PSC?’ below.
The requirement for a PSC register was introduced in the Small Business, Enterprise and Employment Act 2015, which inserted on 6 April 2016 a Part 21A and Schedule 1A into the Companies Act 2006.
This formed part of the Government’s plans to enhance corporate transparency of the beneficial ownership and control of UK companies. This has allowed those who benefit financially from a company to be more readily identified, facilitate economic growth and help tackle misuse of companies.
The rules were updated by the Economic Crime and Corporate Transparency Act 2023. Since 18 November 2025, companies no longer have to keep their own PSC register. Instead, the Companies House register is the official record, and every PSC must verify their identity. We explain what this means for you below.
A director manages the company and makes day-to-day decisions. A PSC is someone who owns or controls the company, for example by holding more than 25% of the shares. The same person can be both, which is common in smaller businesses where the owner also runs the company. However, a director is not automatically a PSC, and a PSC does not have to be a director.
Below is a basic guide to which organisations must identify their PSCs and report them to Companies House:
Overseas entities that own UK property may instead need to register their beneficial owners on the Register of Overseas Entities, which is also run by Companies House.
A company subject to part 21A of the Companies Act 2006 must take reasonable steps to determine if there is anyone who is a registerable person in relation to that company and if so, report them to Companies House.
A person is a PSC if they meet one or more of the five specified conditions (section 790C and Schedule 1A of the Companies Act 2006):
Condition 1 – directly or indirectly holds more than 25% of shares.
Condition 2 – directly or indirectly holds more than 25% of the voting rights.
Condition 3 – directly or indirectly holds the right to appoint or remove a majority of directors.
Condition 4 – has the right to exercise, or actually exercises, significant influence or control over the company.
Condition 5 – having the right to exercise or actually exercises significant influence or control over the activities of a trust or firm which is not a legal entity but would satisfy any 1 of the first 4 conditions if they were an individual.
Although the individual only needs to meet one of the specified conditions, the company must test an individual’s interest in shares or rights against each of the specified conditions. The details you give Companies House must show both the extent of a person’s control over the company and the nature of the control, by explaining which specified conditions are met.
The key figure is more than 25%. Someone who holds exactly 25% of the shares or voting rights does not meet conditions 1 or 2. When you report a PSC, you must also say which band their shares or voting rights fall into:
Yes. It is often the case that a corporate shareholder is the PSC of a company. In this case the corporate shareholder would be known as a ‘relevant legal entity’ (RLE) and must be dealt with in largely the same way as an individual PSC.
Part 21A of the Companies Act 2006 requires a company to identify a RLE that would meet one or more of the specified conditions if it was an individual and if that entity is itself subject to the PSC rules or similar ownership disclosure rules (for example, a listed company). If not, the subsidiary company will need to look further up the ownership chain to identify any registerable PSC or RLE. A relevant legal entity is reported to Companies House using form PSC02.
A company must take reasonable steps to find out if there is anyone who is a registerable person or a registerable RLE in relation to the company, and if so, to identify them.
The government’s official PSC guidance includes examples of action a company might take towards satisfying the reasonable steps obligation. A company should do what it thinks a reasonable person would do if that person had the information that was available to the company. In particular, the company should:
Here are some examples of what to consider when determining who the PSC or RLE is under the 5 conditions:
Condition 1 – Register of members, articles of association and statement of capital.
Condition 2 – Register of members, articles of association, shareholders’ and other agreements, consider voting patterns.
Condition 3 – Relevant provisions of the articles of association, other covenants or agreements which concern the appointment or removal of directors holding the majority of votes at board level.
Condition 4 – Have regard to the statutory guidance for companies.
Condition 5 – Have regard to the statutory guidance for companies.
Once you have identified the PSC, you must consider the extent of each such person’s interest in the company. Companies House requires the particulars of each person with significant control and requires a statement of the nature of their interest. However, where a registerable person is an individual, those details must not be sent to Companies House until all required particulars have been confirmed.
The required particulars for a registerable PSC include:
The required particulars for a registerable RLE include:
This information should be sent to Companies House within 14 days after the day that all of the required particulars have been confirmed. You can do this online, or by using form PSC01 for an individual or form PSC02 for a relevant legal entity.
Required particulars in respect of a registerable PSC are considered to be confirmed if:
With the exception of residential addresses, this information will be publicly available via the Companies House website. Only the month and year of birth are shown, and PSCs at serious risk of violence or intimidation can apply to have their details protected.
Since 18 November 2025, every individual PSC must verify their identity with Companies House. This is part of the Economic Crime and Corporate Transparency Act 2023, which aims to stop false information being added to the public register.
Identity verification only needs to be done once. It can be completed online using the GOV.UK One Login service, or through an Authorised Corporate Service Provider (ACSP). Once verified, the PSC is given a Companies House personal code, which is then linked to each PSC role they hold.
Every PSC has a 14-day window to provide their personal code. When this window falls depends on their situation:
You can check the due dates for each PSC on the Companies House register. A PSC who does not verify their identity on time commits a criminal offence, so it is worth putting these dates in the diary now. Directors also have to verify their identity, usually by the time their company files its next confirmation statement.
A company’s PSC information at Companies House can never be blank. If a company has no PSC, or has not yet been able to identify or confirm them, it must file a ‘PSC statement’ with Companies House using official wording to reflect the progress of the company’s investigations, as follows:
Where the company has not yet identified someone it reasonably believes to be registerable (Regulation 11, PSC Regulations):
“The company knows or has reasonable cause to believe that there is a registerable person in relation to the company but it has not identified the registerable person.”
Where the company has not yet confirmed the required particulars of a registerable PSC (Regulation 12, PSC Regulations):
“The company has identified a registerable person in relation to the company but all of the required particulars of that person have not been confirmed.”
Where the company has not otherwise completed its investigations (Regulation 13, PSC Regulations):
“The company has not yet completed taking reasonable steps to find out if there is anyone who is a registerable person or registerable legal entity in relation to the company.”
If a company has completed its investigations and concluded that no individual or legal entity is registerable by that company (Regulation 10, PSC Regulations):
“The company knows or has reasonable cause to believe that there is no registerable person or registerable relevant legal entity in relation to the company.”
Companies must keep their PSC information at Companies House up to date. Failing to do so is a criminal offence for the company and its officers, which can lead to a fine, a prison sentence, or both. Anyone who ignores a company’s request for PSC information, or gives false information, can face up to two years in prison.
Any changes must be reported to Companies House within 14 days of the company confirming the change. With any changes being made to your company, such as a transfer of shares, you will need to consider if this will have an effect on your PSCs. You will also be asked to confirm your PSC information each year when you file your company’s confirmation statement.
WSP Solicitors offers a full range of Commercial legal services, including help with PSCs, PSC statements and the new identity verification rules. If you have any queries on the PSC regime for your company or wish to ensure that you are fully compliant with all requirements, please get in touch today. You can contact us using the form found here or on this page. Alternatively you can call us at Gloucester on 01452 411601 or Stroud on 01453 847200.
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