A Person of Significant Control (PSC) is anyone who ultimately owns or controls more than 25% of a UK company shares or voting rights, or who otherwise exercises significant influence. UK companies must maintain a PSC register internally and file PSC information at Companies House. Changes must be updated within 14 days. Failing to maintain the register is a criminal offence.
The PSC framework was introduced in 2016 to bring UK corporate ownership into the open. It's a routine compliance task for most companies but it catches out anyone with complex ownership.
What "significant control" means
A person is a PSC if they meet one or more of these five conditions:
Condition 1: holds, directly or indirectly, more than 25% of the shares.
Condition 2: holds, directly or indirectly, more than 25% of the voting rights.
Condition 3: has the right to appoint or remove a majority of the board of directors.
Condition 4: has the right to exercise significant influence or control over the company.
Condition 5: has the right to exercise significant influence or control over a trust or firm that meets any of conditions 1-4.
Most UK SMEs have PSCs under Condition 1 (shareholding) and Condition 2 (voting rights). Conditions 3-5 catch the more complex ownership structures.
The 25% threshold is the threshold. Hold exactly 25%, you're not a PSC. Hold 25.01%, you are.
Indirect ownership
The "indirectly" word matters. If Company A owns 60% of Company B, and Mary owns 50% of Company A, then Mary indirectly owns 30% of Company B (50% of 60% = 30%). Mary is a PSC of Company B even though she has no direct shareholding in B.
The chain can be deep: Mary owns 51% of A, A owns 51% of B, B owns 51% of C, C owns 51% of D. Mary is potentially a PSC of D.
The legal test is whether Mary "ultimately" owns or controls more than 25% through the chain. The test of "ultimate" is whether each link in the chain is itself controlled by Mary (majority ownership being the typical evidence).
Where to find PSC information
The company itself decides who its PSCs are based on the conditions above. Three places this information is recorded:
The company's internal PSC register. A required document, kept at the registered office (or SAIL). Must be available for inspection.
Companies House public records. PSC details (name, year and month of birth, nationality, residential country, service address, nature of control) are filed and publicly visible.
The annual confirmation statement. Confirms the PSC register is up to date.
What gets recorded
For each PSC, the company records:
- Full name.
- Date of birth.
- Nationality.
- Residential country.
- Service address (public; can be the company's address).
- Usual residential address (kept on register but not public).
- Date they became a PSC.
- Which condition(s) of significant control they meet.
- For each condition, the relevant percentage band (over 25%, over 50%, over 75%).
The residential address is the one specific piece of PSC information that is not made public.
Updating the register
Internally, the register must be updated as soon as the company becomes aware of changes. The full chain:
- Company becomes aware of a change in PSC.
- Internal register updated immediately.
- PSC notice filed at Companies House within 14 days.
For changes mid-year, the company files standalone forms (PSC01-PSC09 depending on the type of change). The next confirmation statement also confirms the state.
Identity verification under ECCTA 2023
The Economic Crime and Corporate Transparency Act 2023 introduces identity verification for PSCs. Phased rollout:
- Voluntary verification: open since April 2025.
- Mandatory for new PSCs: late 2025.
- Mandatory for all existing PSCs: by autumn 2026.
Verification is done through GOV.UK One Login or via an Authorised Corporate Service Provider (regulated accountant, solicitor, TCSP). A verified PSC gets a unique identifier on the Companies House register.
Unverified PSCs after the mandatory date face criminal liability for the individual and the company.
When a company has no PSC
Some companies genuinely have no PSC under the five conditions. Examples:
- A company with five unrelated 20% shareholders.
- A widely held public company.
In that case the company files a statement that there is no PSC, rather than leaving the PSC section blank.
There are also categories of PSC that the company can't identify (despite reasonable enquiries). For these, the company files a specific statement to that effect, with Companies House recording the unidentified PSC.
Penalties
Failure to maintain the PSC register is a criminal offence. Both the company and officers in default can be prosecuted. In practice Companies House issues warning letters before prosecution; persistent non-compliance triggers enforcement.
Knowingly providing false PSC information is a more serious offence carrying potential imprisonment.
For most SMEs, the practical risk isn't prosecution. It's that lenders, customers, and acquirers check PSC records as part of due diligence. An incomplete or out-of-date PSC register creates friction in every commercial relationship that involves background checks.
Common PSC mistakes
Stopping at the immediate shareholder. Indirect ownership often makes a different person the real PSC.
Forgetting joint shareholders. If two people jointly own shares totalling over 25%, both can be PSCs.
Missing PSC changes during reorganisations. Mergers, share buybacks, and restructurings often shift PSCs without anyone noticing.
Confusing PSC with directors. A director is not automatically a PSC. A PSC is not automatically a director. Many people are one but not the other.
Treating the confirmation statement as the only filing. Material changes need standalone PSC forms within 14 days, not just at the next confirmation statement.
Bottom line
The PSC register is straightforward for single-shareholder and simple two-shareholder companies. It gets complex when there are holding structures, trusts, or partners with mixed interests. When in doubt, get specific advice. Filings are public; mistakes are public too.