A Simple Guide to Understanding PSCs (Persons with Significant Control)

Last updated: 07/09/2026

TL;DR: This guide explains what a Person with Significant Control (PSC) is and what your company has to file. It covers the five conditions, what to report and when, identity verification, what to do when a company owns your company, and when to opt out of Vestd managing your PSC record. Two things to know up front: a PSC is always an individual, never a company, and a company incorporated outside the UK can't be reported in place of a PSC unless its shares are traded on certain regulated markets.

You might have spotted 'PSC' on your Companies House page, or in the People & communication section of Vestd. It stands for Person with Significant Control, and identifying yours is a legal duty with criminal penalties attached to getting it wrong. Here's what it means, what you have to file, and when a structure is complicated enough that you should take your own advice.

Paragraph references in this guide point to Register of People with Significant Control: guidance for registered and unregistered companies, UK Societas, Limited Liability Partnerships and Eligible Scottish Partnerships, version 5, published by the Department for Business and Trade on 18 November 2025. Most sections end with a source line listing the paragraphs it draws on, so you can check anything here against that document. It applies to UK companies, UK LLPs, UK Societas and eligible Scottish partnerships.

Contents 📋

A few terms you'll see
What changed on 18 November 2025
What is a PSC?
The five conditions
What your company must do
What you need to report
Identity verification
When a company owns your company
Overseas companies
Looking further up the ownership chain
Trusts, nominees and joint arrangements
If you can't identify a PSC
PSCs on the Vestd platform
When to opt out of Vestd PSC management
Correcting PSC records
Common mix-ups
FAQs

A few terms you'll see

These come up throughout the guide, so we've explained them once here:

PSC (Person with Significant Control): an individual who meets one or more of the five conditions in relation to your company. Always a person, never a company.
Relevant legal entity (RLE): a company or other legal entity that meets one or more of the five conditions and is either required to report its own PSCs to Companies House, or has voting shares admitted to trading on a qualifying regulated market.
Registrable relevant legal entity (RRLE): a relevant legal entity that's the first one in your company's ownership chain. This is the one you actually report.
Qualifying regulated market: a regulated market in the UK or the European Economic Area, or a specified market outside of the UK.
Nature of control: the specific condition or conditions a PSC meets, which you report to Companies House.
Majority stake: how you work out who controls a company sitting above yours in an ownership chain, when that company isn't a relevant legal entity. It's about control, not the 25% shareholding threshold, and none of the four points it turns on is about the size of a shareholding. You work it out yourself from that company's shareholder records, constitution and any shareholders' agreement, so you'll usually need to ask the company for them.
Test: where this guide or Companies House guidance says "test", it means a set of criteria you check your situation against. There's nothing to sit, submit or log in to, and no result comes back. You read your own records, decide, and file the answer.
Personal code: the unique identifier an individual gets from Companies House once they've verified their identity.
Reasonable steps: the enquiries you're legally required to make to identify your PSCs. Not taking them is a criminal offence. (Para 2.3.1)

Source: paras 1.2.5, 2.1.1, 2.2.3, 2.3.1, 3.7.4, 6.4.7.

What changed on 18 November 2025

The PSC rules changed under the Companies Act 2006 as amended by the Economic Crime and Corporate Transparency Act 2023. Four changes matter for most companies:

Companies no longer keep their own PSC register. From 6 April 2016 until 17 November 2025, most companies, LLPs and UK Societas had to hold their own "local" PSC register. That requirement was abolished, and from 18 November 2025 Companies House holds a PSC register for each company.

Individual PSCs have to verify their identity with Companies House.

Company directors have to verify their identity too, from the same date.

The relevant legal entity test now turns on whether an entity is required to report PSCs to Companies House. If you're reading older material that says a relevant legal entity is one that "keeps its own PSC register", that wording predates the abolition of local registers and shouldn't be relied on. (Paras 1.1.5, 2.2.3)

Source: paras 1.1.5, 1.1.6, 1.1.7, 2.2.3, 3.7.2.

What is a PSC?

A PSC is a Person with Significant Control: someone who owns or controls your company. Companies House sometimes calls them beneficial owners.

A PSC is always an individual, never a company. If a company owns or controls your company, it isn't a PSC. It might instead be a registrable relevant legal entity, which works differently and is covered in When a company owns your company. (Para 2.2.1)

Your company can have one PSC, several, or none. Your PSC record at Companies House can never be blank. If your company has no PSC, you still have to say so. (Paras 2.1.3, 2.3.3, 3.1.1)

Identifying your PSCs is a legal duty. Failing to take reasonable steps to identify them is a criminal offence. (Para 2.3.1)

The five conditions

Someone is a PSC if they meet one or more of these conditions, known as the nature of control:

Ref	Condition
(i)	They hold, directly or indirectly, more than 25% of the shares in your company
(ii)	They hold, directly or indirectly, more than 25% of the voting rights in your company
(iii)	They hold, directly or indirectly, the right to appoint or remove a majority of your company's directors
(iv)	They otherwise have the right to exercise, or actually exercise, significant influence or control over your company
(v)	They have the right to exercise, or actually exercise, significant influence or control over the activities of a trust or a firm without legal personality, whose trustees or members meet any of conditions (i) to (iv)

Source: para 2.1.1.

Most PSCs meet one of the first three conditions.

You only need to consider condition (iv) if the person doesn't already meet conditions (i), (ii) or (iii). It applies in limited circumstances only, and Companies House publishes separate statutory guidance on what "significant influence or control" means that you have to take into account if you're relying on it. (Paras 2.4.5, 6.6.1, 6.6.3)

When you report conditions (i) or (ii), you also report the size of the holding in one of three bands:

more than 25% up to and including 50%
more than 50% and less than 75%
75% or more

Source: para 6.1.10, and People with significant control (PSCs), Registering your PSC information.

Two examples:

Sam holds 75% of the shares in Company A Ltd and Charlie holds 25%. Sam is a PSC under condition (i), because 75% is more than 25%. Charlie isn't a PSC under condition (i), because exactly 25% isn't more than 25%. Charlie could still be a PSC if another condition applied, for example a right to appoint directors under a shareholders' agreement, so check all five.

Sam holds 75%, Charlie holds 25%, and Georgie holds no shares but controls a trust with a veto over the company's business plan. Sam is a PSC under condition (i). Georgie might be a PSC under condition (iv) or (v), depending on the terms of the trust. This is the kind of structure where you should take your own advice.

What your company must do

Identify anyone who might be a PSC or a registrable relevant legal entity, taking reasonable steps.

Contact them and ask them to confirm their details. You need their confirmation before you can report an individual PSC to Companies House.

Report to Companies House within 14 days of getting that confirmation.

Keep it up to date. If anything changes, report the change within 14 days of confirming it.

Confirm it annually on your confirmation statement (CS01).

If you know or have reason to believe someone has become a PSC but you don't have their confirmation yet, you still have to tell Companies House within 14 days, and send the person a notice within 14 days asking them to confirm.

Anyone you send a notice to has one calendar month to respond. Not responding, or giving false information, is a criminal offence. (Paras 2.5.2, 4.2.4)

Source: paras 1.1.2, 2.3.1 to 2.3.9, 3.1.3, 3.4.1, 4.2.1, 4.2.5, 4.3.1, 4.3.2.

What you need to report

For each individual PSC:

name
date of birth
nationality
the country, state or part of the UK where they usually live
a correspondence address, known as the service address
their usual residential address
the date they became a PSC of your company
which of the five conditions they meet, with the size of the holding where relevant

Almost all of this appears on the public register at Companies House. Two things don't: the PSC's usual residential address, and the day of their date of birth. Only the month and year of birth are published.

In exceptional circumstances, where there's a serious risk of violence or intimidation, a PSC can apply to Companies House to keep their information off the public register. That's a separate application made directly to Companies House.

Source: paras 3.2.1, 5.1.1, 5.1.5.

Identity verification

All individual PSCs have to verify their identity with Companies House. This applies to anyone who was a PSC immediately before 18 November 2025, and anyone who has become one since. Company directors have to verify too.

There are two ways to do it: directly with Companies House, or through an Authorised Corporate Service Provider (ACSP). Verification only needs doing once per person. Once verified, the individual gets a unique personal code, and their name on the Companies House register shows a "verified status" annotation.

If they were already a PSC immediately before 18 November 2025:

Their situation	Deadline
Both a PSC and a director of your company	Within 14 days of the date your confirmation statement is due
A PSC only	Within 14 days of the first day of their month of birth
Their details are protected from public disclosure	Within 14 days of the first day of their month of birth, even if they're also a director

Source: para 3.7.6.

If they became a PSC on or after 18 November 2025, you can provide their identity verification information at the same time as you notify Companies House. If you don't, Companies House will write to the PSC's service address, and they'll then have 14 days to provide it.

Your company isn't liable if a PSC fails to verify, or fails to keep their verified status. You should still make sure they know what they need to do.

Source: paras 3.7.2, 3.7.3, 3.7.4, 3.7.7, 3.7.8, 3.7.9.

Where a company is recorded instead of a PSC

Identity verification doesn't yet apply to registrable relevant legal entities. Where a company is recorded on your register in place of a PSC, nobody connected to that company currently has to verify their identity in that capacity. That includes the directors of an overseas parent company. (Para 3.7.10)

There's nothing to do here at the moment. We'll update this guide if the position changes.

If you've been told that a director or officer of a corporate shareholder needs to complete an identity check, check which register that requirement relates to before acting on it. Directors of UK companies have their own verification duties, and the Register of Overseas Entities has separate rules again. Neither of those is the PSC regime.

When a company owns your company

A PSC is always an individual. Where a company owns or controls your company, you don't report it as a PSC. You report it as a registrable relevant legal entity, and only if the answer to both of the questions below is yes.

Question 1: is it relevant? A legal entity is relevant if it meets one or more of the five conditions and one of the following applies:

it's required to report its own PSCs to Companies House, or
it has voting shares admitted to trading on a regulated market in the UK or the European Economic Area (other than the UK), or on specified markets outside of the UK.

In practice the first of those two covers UK companies, UK LLPs, UK Societas and eligible Scottish partnerships. It doesn't cover companies incorporated outside the UK, because they aren't required to report PSCs to Companies House. For an overseas company, only the second one is available. See Overseas companies. (Paras 1.2.4, 1.2.5, 2.2.8)

Question 2: is it registrable? A relevant legal entity is registrable if it's the first relevant legal entity in your company's ownership chain. You don't report entities further up.

For example, UK Company C owns 100% of UK Company B, which owns 100% of UK Company A. On Company A's record, Company B is the registrable relevant legal entity. Company C is a relevant legal entity, but it isn't registrable in relation to Company A, so Company A doesn't report it. Company C appears on Company B's record instead.

What you report about a registrable relevant legal entity:

the name of the legal entity
the address of its principal office
its legal form and the law that governs it
the register it appears on, including the state, and its registration number
the date it became registrable in relation to your company
which of the five conditions it meets, with the size of the holding where relevant

Some entities are never relevant, and can't be reported at all:

an overseas company without voting shares on one of the markets listed above, including where it's the parent of a UK company
an overseas company registered on the Companies House Register of Overseas Entities
an overseas company operating in the UK through a UK establishment
FCA registered mutuals and investment vehicles without voting shares on one of those markets
Charitable Incorporated Organisations

Source: paras 1.2.7, 2.2.1 to 2.2.8, 3.5.1, and Figures 3 to 5.

Overseas companies

This section covers any shareholder that's a company incorporated outside the UK, sometimes called an overseas, non-UK or foreign corporate shareholder.

An overseas company can only be a relevant legal entity if it has voting shares admitted to trading on a regulated market in the UK or the European Economic Area, or on specified markets outside of the UK. In practice, that means a listed company.

An overseas company that isn't listed on one of those markets isn't a relevant legal entity. You can't report it to Companies House in place of a PSC. That holds even if it owns 100% of your shares, and even if it's registered on the Companies House Register of Overseas Entities. Being on that register doesn't make a company a relevant legal entity. (Para 2.2.8, which names both the foreign parent case and the Register of Overseas Entities case)

The "required to report its own PSCs to Companies House" route doesn't help here either. Only UK entities are required to do that, so a company incorporated in, say, the UAE, the US or the Channel Islands can't qualify that way, whatever it does at home. (Paras 1.2.4, 1.2.5, 1.2.7)

So what do you report? If your shareholder is an overseas company that isn't listed on one of those markets, you look further up its ownership chain to find the individual or relevant legal entity that controls it.

Source: paras 2.2.3, 2.2.8, 6.4.6, 6.4.7.

Looking further up the ownership chain

This applies when a company holds shares in your company but isn't a relevant legal entity, which is usually the case where that company is incorporated outside the UK and isn't listed on a qualifying market.

In that situation you look at the ownership and control of that company, and identify anyone with a majority stake in it. Someone holds a majority stake if they:

hold a majority of the voting rights in it, or
are a member of it and have the right to appoint or remove a majority of its board of directors, or
are a member of it and control a majority of the voting rights by agreement with other shareholders or members, or
have the right to exercise, or actually exercise, dominant influence or control over it.

Source: para 6.4.7.

These four points are not the same as the 25% conditions that apply to your own company, and you're applying them to a different company. Don't use the 25% thresholds when you're looking up the chain. Note that none of the four points above is about the size of a shareholding: the question is who controls that company, not what percentage they hold.

There's no UK register you can look this up in, and nothing to submit to Companies House to get an answer. You work it out yourself, and in practice that means:

Asking the overseas company for its shareholder records, its constitution, and any shareholders' agreement.
Reading those against the four points above.
Deciding who, if anyone, controls that company.
Filing that person as your PSC, or repeating step 1 one level further up if the answer is another company that also isn't a relevant legal entity.

It's worth keeping a record of the steps you took, in case Companies House later asks how you reached your answer.

If the majority stake is held by another company that also isn't a relevant legal entity, you keep going up until you find either an individual or a relevant legal entity. Whoever you land on is reported on your company's record. If nobody in the chain meets these criteria, you report that fact to Companies House.

For example, UK Company A is 100% owned by Overseas Company B, which is 100% owned by Overseas Company C. Person 1 holds 30% of Company C and Person 2 holds 70%.

Company A can't report Company B, because Company B is an overseas company that isn't listed and so isn't a relevant legal entity. Company A looks at Company B's ownership: Company C holds a majority stake, but Company C is also an unlisted overseas company and also isn't a relevant legal entity. Company A then looks at Company C's ownership. Person 2 holds a majority stake with 70% of the voting rights, so Person 2 is reported as a PSC of Company A. Person 1 isn't, because 30% isn't a majority stake.

This is one of the more complex parts of the PSC regime. If your ownership chain runs through companies incorporated outside the UK, take your own legal or company secretarial advice before you file anything.

Source: paras 2.3.4, 2.3.5, 3.4.1, 6.4.6 to 6.4.9, and Figure 7.

Trusts, nominees and joint arrangements

These arrangements change who you report, and they're easy to get wrong:

Nominees: if shares or rights are held by a nominee, treat them as held by the person the nominee acts for, and report that person if they're a PSC.

Joint interests: if two or more people hold the same shares or rights jointly, each of them is treated as holding the whole of that holding. If a joint holding is more than 25%, each holder is reported separately.

Joint arrangements: if two or more people have arranged to exercise their rights together, each is treated as holding the combined total. Arrangements don't have to be in writing or legally enforceable to count, though one-off arrangements don't.

Trusts and firms without legal personality: a trust isn't a legal entity and can't be reported in place of a PSC. Where a trust or firm meets one of the conditions, you generally report the trustees or members as PSCs, and separately consider whether anyone else has significant influence or control over the trust or firm under condition (v).

Shares held as security: where someone has pledged shares as security, for example for a bank loan, those shares are usually still treated as held by the borrower.

Governments and international organisations: a government, government department, international organisation or corporation sole is reported as an "other registrable person" and treated as a PSC. Their information doesn't need to be confirmed before you report it.

If any of these apply to your company, take your own advice before filing.

Source: paras 2.2.1, 2.2.9, 6.4.1 to 6.4.4, 6.5.1, 6.5.2, 6.5.8, 6.8.1 to 6.8.3.

If you can't identify a PSC

Your PSC record at Companies House can never be blank. If you're still working through reasonable steps, you file a statement saying where you've got to. If you've concluded there's no PSC, you file a statement saying that.

If you think someone is a PSC but you can't get their details, you should serve a notice on them. You can also serve a notice on anyone you believe knows who the PSC is, including advisers such as lawyers, accountants and banks.

If someone repeatedly fails to respond, you can apply restrictions to their shares or voting rights. That's a significant step with real consequences for the shareholder, and there's a formal process to follow. Take advice first. (Paras 2.5.2, 2.5.3, and Chapter 7)

Source: paras 2.3.3, 2.3.10, 2.5.1, 3.1.1, 3.6.1.

PSCs on the Vestd platform

On Vestd you can:

maintain your company's PSC information
add or remove a PSC
recalculate PSCs

Vestd calculates PSCs from the shareholdings recorded on the platform. That works for straightforward structures, where individuals hold shares directly or where a UK company does.

It doesn't handle the cases above. Vestd can't tell whether a corporate shareholder is a relevant legal entity, and it can't look through an ownership chain to find a majority stake. Where an overseas company holds shares, the platform will identify it based on share count alone, which might not be the right answer.

When to opt out of Vestd PSC management

Opt out and manage your PSC record directly with Companies House if:

you're making PSC changes off-platform
any shareholder in your company is a company incorporated outside the UK, whether or not it's listed
control in your company runs through a trust, a firm without legal personality, a nominee, a joint arrangement, or a chain of holding companies
someone has significant influence or control over your company without holding shares
you're not sure which of these applies

Opting out isn't a judgement about your company. It reflects that these structures need someone to make a legal assessment that the platform can't make for you.

Correcting PSC records ✅

If you find an error in what's been filed, act quickly. To correct PSC details already on the public register, complete and submit an RP04 form to Companies House.

If someone else disputes information your company has filed about them, they should raise it with Companies House directly at enquiries@companieshouse.gov.uk.

Accurate PSC records are a legal requirement. Failing to keep them up to date is a criminal offence, and can lead to a fine or a financial penalty from Companies House. (Overview page 6, and paras 3.1.3, 4.1.1)

Source: para 4.3.11.

Common mix-ups

"Our overseas parent keeps a beneficial ownership register at home, so it counts as a relevant legal entity." It doesn't. The "required to report PSCs" route means reporting to Companies House. A register kept under another country's law doesn't satisfy it. (Paras 2.2.3, 2.2.8)

"A 25% shareholder is a PSC." The threshold is more than 25%. Exactly 25% doesn't meet condition (i) or (ii). (Para 2.1.1)

"We can put our holding company on the register as a PSC." A company is never a PSC. It might be a registrable relevant legal entity, which is a different record with different information. (Paras 2.2.1, 3.5.1)

"Our shareholder is on the Register of Overseas Entities, so it's covered." That register is separate legislation with separate duties. It has no bearing on whether a company is a relevant legal entity. (Para 2.2.8)

"The directors of our overseas corporate shareholder need to do a Companies House ID check." Not for PSC purposes. Identity verification doesn't yet apply where a company is recorded in place of a PSC. (Para 3.7.10)

"We keep our PSC register at our registered office." Not since 18 November 2025. Companies House holds it. (Para 1.1.5)

"If we can't identify a PSC we can leave it blank." The record can never be blank. You file a statement explaining the position instead. (Paras 2.3.3, 3.1.1)

"We have 14 days to update our own register, then another 14 to file." The two-stage process ended on 18 November 2025. It's 14 days from confirmation, direct to Companies House. (Paras 1.1.5, 2.3.9)

FAQs

Paragraph references for these answers are in the relevant sections above.

Can a company be a PSC?
No. A PSC is always an individual. Where a company owns or controls your company, it might be reported as a registrable relevant legal entity instead, but only if it's both relevant and registrable. If it's neither, you look further up the ownership chain for an individual.

Our shares moved from a UK company to a company incorporated in the UAE. What do we report?
Not the UAE company, unless it has voting shares admitted to trading on a regulated market in the UK or the European Economic Area, or on a specified market outside of the UK. An unlisted overseas company isn't a relevant legal entity and can't be reported in place of a PSC. Instead you look at who controls the UAE company and identify anyone with a majority stake in it. If that's an individual, they're reported as a PSC of your company. If it's another company that also isn't a relevant legal entity, you keep going up the chain. This applies to any non-UK jurisdiction, not just the UAE. (Paras 2.2.8, 6.4.7)

Do the directors of an overseas company that holds shares in my company need to complete Companies House identity verification?
Not in connection with your company's PSC record. Identity verification doesn't yet apply to registrable relevant legal entities, and it doesn't apply to an overseas company that isn't a relevant legal entity at all. If someone has told you an officer of a corporate shareholder must complete an identity check, check which register that relates to. Directors of UK companies have their own verification duties, and the Register of Overseas Entities has separate rules. Neither is the PSC regime. (Para 3.7.10)

Our overseas shareholder keeps its own beneficial ownership register in its home country. Does that make it a relevant legal entity?
No. The test is whether the entity is required to report its PSCs to Companies House, and only UK entities are. A register kept under another country's law, however similar, doesn't satisfy it. If you've seen the test described as "keeps its own PSC register", that phrasing referred to the local register UK companies used to hold until 17 November 2025. Those registers were abolished, and the current test doesn't use that wording. (Paras 1.1.5, 2.2.3)

Does registering on the Register of Overseas Entities make our shareholder a relevant legal entity?
No. Companies House guidance says so directly. The two regimes are separate. (Para 2.2.8)

Is someone holding exactly 25% a PSC?
Not on that basis. Conditions (i) and (ii) need more than 25%. Someone holding exactly 25% could still be a PSC through another condition, for example a right to appoint directors under a shareholders' agreement, so check all five.

We're a UK company wholly owned by another UK company. Who do we report?
Your immediate UK parent, as a registrable relevant legal entity, as long as it meets one of the five conditions. You don't report anyone further up the chain, and you don't report the individual who owns your parent. That individual appears on your parent's own record instead.

Do we still need to keep a PSC register at our registered office?
No. That requirement was abolished on 18 November 2025. Companies House holds the register and you report directly to them.

Who has to verify their identity, the company or the PSC?
The individual. Each individual PSC verifies once, either directly with Companies House or through an Authorised Corporate Service Provider, and gets a personal code. Your company isn't liable if they fail to do it, but you should make sure they know they need to.

What if we can't identify a PSC?
You still have to file something. If you're still taking reasonable steps, you file a statement saying so. If you've concluded there's no PSC, you file that. The record can never be blank. If you believe someone is a PSC but they won't give you their details, you can serve a notice on them, and on anyone likely to know who they are.

What happens if we get it wrong?
Failing to take reasonable steps, failing to report, and reporting information you know to be false are all criminal offences. A company that fails to comply can be fined or given a financial penalty by Companies House. Directors in default can be fined, imprisoned, or given a financial penalty. If you spot an error in what's been filed, correct it promptly rather than waiting for the next confirmation statement. (Overview page 6, and paras 2.3.1, 3.1.3, 4.1.1)

Why does Vestd ask us to opt out of PSC management in some cases?
Vestd calculates PSCs from the shareholdings recorded on the platform. That works when individuals or UK companies hold shares directly. It can't tell whether a corporate shareholder is a relevant legal entity, and it can't look through an ownership chain. Where an overseas company holds shares, the platform will identify it on share count alone, which might not be the correct answer. Opting out lets you manage the record directly with Companies House, with your own adviser's input.

Sources

Register of People with Significant Control: guidance for registered and unregistered companies, UK Societas, Limited Liability Partnerships and Eligible Scottish Partnerships (PDF), version 5, Department for Business and Trade, published 18 November 2025. This is the source of every paragraph reference in this guide.
People with significant control (PSCs), Companies House
People with significant control requirements, the collection this guidance sits in
When you need to verify your identity for Companies House, Companies House

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