What is the PSC register?
The PSC register (People with Significant Control register) is a statutory record that every UK company must maintain. It identifies the individuals who ultimately own or control the company. The requirement was introduced in April 2016 as part of the UK government's transparency agenda to combat money laundering, tax evasion, and terrorist financing.
The register must be kept at your registered office (or a SAIL address) and must be available for public inspection. The information is also filed with Companies House and appears on the public register.
Who counts as a PSC?
A person with significant control is an individual who meets one or more of the following conditions:
| Condition | Description |
|---|---|
| Shares | Holds more than 25% of the company's shares |
| Voting rights | Holds more than 25% of the company's voting rights |
| Appointment rights | Has the right to appoint or remove a majority of the board of directors |
| Significant influence | Has the right to exercise, or actually exercises, significant influence or control over the company |
| Trust or firm control | Has the right to exercise, or actually exercises, significant influence or control over a trust or firm that itself meets any of the above conditions |
The 25% threshold is deliberate. It catches anyone with a meaningful ownership or control stake, not just majority shareholders.
What "significant influence or control" means
The fourth and fifth conditions are deliberately broad. HMRC and Companies House guidance states that significant influence or control goes beyond the legal rights attached to shares. It includes situations where a person:
- Has the ability to direct the company's policies or activities
- Has involvement in the day-to-day management of the company beyond what is expected of a normal director
- Has the ability to determine how the company's financial and operating policies are conducted
In practice, this can catch individuals who do not hold shares at all but who exercise control through contractual arrangements, informal influence, or through intermediary entities.
Relevant Legal Entities (RLEs)
Sometimes a company is not owned directly by individuals but by other corporate entities. If a corporate entity holds more than 25% of shares or voting rights, you need to look through that entity to find the ultimate individual who controls it. However, if the intermediate entity is a "Relevant Legal Entity" (RLE), meaning it is itself subject to PSC disclosure requirements (for example, another UK company), you can record the RLE on your PSC register instead of looking through to the individual.
This creates a chain of transparency. Each company in the chain records who controls it, so the ultimate individual can always be traced.
What information must be recorded?
For each PSC, you must record and file the following:
| Field | Details |
|---|---|
| Full name | First name and surname |
| Date of birth | Month and year are shown publicly; the full date is held by Companies House but not displayed |
| Nationality | Current nationality |
| Country of residence | Where the person usually lives |
| Service address | A correspondence address (can differ from residential address) |
| Residential address | Kept by Companies House but protected from public disclosure |
| Nature of control | Which of the five conditions the person meets, and the level (e.g., "holds more than 25% but not more than 50% of shares") |
| Date they became a PSC | When they first met the conditions |
The "nature of control" must specify which band applies. The bands for shares and voting rights are: over 25% up to 50%, over 50% up to 75%, and 75% or more.
When to update the register
You must update the PSC register whenever there is a change in who controls your company. This includes:
- Share transfers that move someone above or below the 25% threshold
- New share issues that dilute existing holdings
- Changes to voting rights
- Appointment or removal of directors (if this affects the "appointment rights" condition)
- A PSC ceasing to meet any of the conditions
Changes must be notified to Companies House within 14 days of the company becoming aware of them. In practice, this means filing a PSC change notification promptly after any share transfer or structural change.
Penalties for non-compliance
Failure to maintain an accurate PSC register or to file the information with Companies House is a criminal offence. The potential consequences include:
- Fines: Unlimited fines for the company and its officers
- Imprisonment: Up to two years for officers who knowingly or recklessly fail to comply
- Restrictions on shares: If a company sends a PSC notice to a shareholder and they fail to respond, the company can apply restrictions to their shares, preventing transfers and dividend payments
In practice, prosecutions are rare for genuine oversights. However, Companies House has become increasingly active in checking PSC data, and missing or inaccurate PSC information is one of the most common compliance failures found during audits and due diligence.
Common scenarios
Solo founder: If you are the sole shareholder and director, you are the PSC. You hold 100% of shares and voting rights.
Two equal co-founders: Both are PSCs. Each holds 50%, which is in the "more than 25% but not more than 50%" band.
Investor comes on board: If an investor takes 30% of shares, they become a PSC. If they take 20%, they do not meet the threshold (unless they have significant influence through other means, such as board appointment rights or veto provisions in a shareholders' agreement).
Company owned by another company: If a UK holding company owns 100% of your shares, you record the holding company as an RLE if it keeps its own PSC register. Otherwise, you trace through to the individuals who control the holding company.
How Incorra helps
Incorra maintains your PSC register as part of the company structure dashboard. When shares are transferred or new shareholders are added, Incorra automatically flags whether the PSC register needs updating and helps you file the change notification with Companies House. The compliance dashboard monitors your PSC register status alongside all other statutory obligations.
[Get started with Incorra](https://incorra.com/auth/register) to keep your PSC register accurate and up to date.