People with Significant Control (PSC) Guide: Who Counts, What to File and Your Legal Duties

A Person with Significant Control (PSC) is an individual or certain legal entity that owns or controls a UK company. PSC rules are designed to make it easier to identify who ultimately owns or exercises control over a business. For UK companies, identifying PSCs is not optional. Most private limited companies must maintain accurate information about their PSCs and report it to Companies House. The rules can apply even where control is not obvious from the shareholding structure.

This matters particularly for founders, family businesses, investors, overseas entrepreneurs and companies with layered ownership arrangements. A person can be a PSC because they own more than 25% of the shares, but ownership is only one route to significant control.

The rules have also become more important since mandatory Companies House identity verification began being introduced from 18 November 2025. Existing PSCs are being brought into the verification process during a 12-month transition period. This guide explains how the PSC regime works, who qualifies, what companies must do and where businesses commonly get it wrong.

What Is a Person with Significant Control?

A Person with Significant Control is someone who meets one or more legal conditions indicating that they have substantial ownership or control over a company. The first three conditions are relatively straightforward:

• The individual holds more than 25% of the company's shares.
• The individual holds more than 25% of the company's voting rights.
• The individual has the right to appoint or remove a majority of the company's board of directors.

There are also more complex circumstances involving significant influence or control, including certain arrangements involving trusts and firms. The government's 2026 statutory guidance provides the current framework for interpreting these rules. The important point is that PSC status is about control, not simply job title. Someone does not become a PSC merely because they are a director. Conversely, someone who is not a director may still be a PSC.

A simple example

Imagine a UK company has four shareholders:

• Alice: 40%
• Ben: 30%
• Chloe: 20%
• Daniel: 10%

Alice and Ben are PSCs because each holds more than 25% of the shares. Chloe and Daniel are not PSCs based on share ownership alone. However, if Daniel has a legally enforceable right to appoint or remove most of the company's directors, he may still qualify as a PSC under another condition. That is why simply looking at the shareholder list is not always enough.

Who Needs to Be Registered as a PSC?

For most UK private companies, the first step is to examine the company's ownership and control structure. A person may be a PSC if they:

• Own more than 25% of the shares.
• Control more than 25% of the voting rights.
• Can appoint or remove a majority of directors.
• Exercise significant influence or control over the company.
• Exercise significant influence or control over certain trusts or firms that themselves meet relevant conditions.

The legal test can become more complicated when shares are held through another company, trust, nominee arrangement or investment structure.

Direct ownership versus indirect control

Suppose a UK company is owned by another company rather than by individuals. The analysis does not necessarily stop at the corporate shareholder. You may need to look through the ownership structure to determine whether an individual ultimately controls the relevant corporate entity and, consequently, the UK company.

This is particularly important for international founders and groups with holding companies in multiple jurisdictions. A UK subsidiary with a foreign parent should therefore not assume that it has no PSC simply because its immediate shareholder is a company.

What Does “More Than 25%” Actually Mean?

The wording matters. The threshold is more than 25%, rather than 25% or more. For example:

• 25% exactly: does not satisfy the share ownership condition by itself.
• 25.01%: potentially satisfies it.
• 30%: satisfies it.
• 50%: satisfies it.
• 75%: satisfies it.

Companies House records the level of shares and voting rights in categories rather than publishing an exact percentage. The categories include:

1. More than 25% up to and including 50%
2. More than 50% but less than 75%
3. 75% or more

This distinction becomes particularly important when a company changes its share structure. For example, issuing new shares could reduce an existing shareholder from 26% to 24%. That change may affect whether the individual remains a PSC under the share ownership condition.

Significant Influence or Control Explained

This is the area that creates the most uncertainty. A person does not necessarily need to own a large percentage of shares to have significant influence or control. The statutory guidance distinguishes between a person who has the right to exercise significant influence or control and someone who actually exercises it.

In practical terms, the question is whether the individual has a level of influence over the company's decisions that goes beyond what would normally be expected from their formal role or position.

What might indicate significant influence?

The circumstances need to be considered individually, but examples can include arrangements where someone has substantial influence over:

• Strategic decisions.
• Business plans.
• Major investments.
• Financing decisions.
• Senior management appointments.
• The company's direction or policies.

A professional adviser providing ordinary advice to a company would not normally become a PSC simply because their advice is important. Similarly, a director performing their normal statutory role does not automatically become a PSC under the significant influence condition. The distinction is between ordinary participation in a recognised role and influence that amounts to significant control over the company's affairs.

PSCs and Company Directors Are Not the Same

This is one of the most common misconceptions.

• A director is responsible for managing the company and fulfilling statutory duties.
• A PSC is someone who meets one or more legal conditions concerning ownership or control.

One person can be both. For example, a founder may:

• Own 60% of the shares.
• Be the managing director.
• Control the majority of votes.

That founder is both a director and a PSC. But the roles remain legally distinct. A company can have directors who are not PSCs and PSCs who are not directors. This distinction becomes especially useful when completing Companies House filings and assessing identity verification requirements.

What Information Must Be Recorded About a PSC?

Companies must collect and report specific information about their PSCs. Companies House guidance states that relevant information includes details such as:

• PSC's full name
• Date of birth
• Nationality
• Country of residence
• Service address
• Date they became a PSC
• The nature of their control

A PSC's home address is collected but is not disclosed publicly in the ordinary register. The company should also identify the applicable nature or natures of control. For example, a PSC may be registered because they:

• Hold more than 25% of shares.
• Hold more than 25% of voting rights.
• Have the right to appoint or remove most directors.
• Exercise significant influence or control.

More than one condition can apply to the same person.

What Are a Company's PSC Responsibilities?

PSC compliance is not simply a one-time exercise completed when a company is incorporated. Companies need to keep their information accurate and respond when ownership or control changes. A practical PSC compliance process looks like this:

1. Identify the company's ownership structure: Review the shareholder register, articles of association, voting arrangements and relevant agreements.
2. Identify potential PSCs: Check each individual or relevant entity against the legal conditions.
3. Confirm the information: The company must obtain and confirm the required information from the PSC before filing it with Companies House.
4. Record the PSC information: The company should maintain the required internal records and make the appropriate Companies House filings.
5. Monitor changes: A new shareholder, share issue, transfer, voting agreement or restructuring can change who qualifies as a PSC.
6. Keep Companies House information current: PSC information should not be treated as a historical record. If control changes, the company's records and Companies House filings may need updating.

PSC Identity Verification: What Changed?

One of the most significant recent developments is mandatory identity verification. From 18 November 2025, identity verification became a legal requirement as Companies House began a phased rollout. The process is being introduced over a 12-month transition period.

PSC identity verification can be completed through GOV.UK One Login or an authorised corporate service provider (ACSP). Once verified, the individual receives a unique Companies House personal code. For existing PSCs, the timing depends on their circumstances.

Every PSC has a 14-day period in which they must provide their Companies House personal code and verification statement. The exact period differs depending on whether the PSC is also a director and when they became registered. For a PSC who becomes registered after 18 November 2025, the personal code can be provided when they are first added to the register or within the relevant 14-day period.

Why founders should pay attention

This is especially relevant to overseas founders. A person does not avoid the PSC rules simply because they live outside the UK. A non-UK resident can still be a PSC of a UK company and must comply with the applicable Companies House requirements. Founders running UK companies remotely should therefore treat identity verification and PSC compliance as part of their normal corporate administration rather than something that only applies to UK residents.

What If a Company Has No PSC?

A company should not simply leave the PSC section blank because nobody owns more than 25% of its shares. If no individual satisfies the standard ownership tests, the company should consider whether someone exercises significant influence or control.

There can also be circumstances where a relevant legal entity (RLE) must be recorded instead of an individual. This is one area where a company with a complicated group structure may need professional advice. The answer depends on the specific ownership chain and the legal status of entities involved.

PSCs, Trusts and Complex Ownership Structures

Trust arrangements can make PSC analysis considerably more complicated. For example, a trust may hold shares in a UK company while one or more people have influence or control over the trust. The PSC rules contain specific provisions addressing significant influence or control over trusts and certain firms.

This means businesses should look beyond the name appearing on a share certificate. For a startup with straightforward ownership, PSC analysis might take minutes. For a multinational group, family trust or investment structure, it may require a detailed ownership map.

Common PSC Compliance Mistakes

• Assuming only majority shareholders are PSCs: A 30% shareholder can be a PSC even though they do not control 50% or more.
• Treating directors as automatically being PSCs: Being a director and being a PSC are different legal concepts.
• Ignoring voting rights: Someone can qualify through voting rights even where their share ownership percentage does not independently trigger PSC status.
• Forgetting indirect ownership: A person may control a company through another corporate entity.
• Failing to update records after restructuring: Share transfers, investment rounds and changes to voting rights can change PSC status.
• Waiting until the last minute to verify identity: The new identity verification regime creates additional compliance steps. Companies should know which PSCs need to verify and when.
• Assuming overseas founders are exempt: Nationality or residence outside the UK does not automatically remove a person's PSC obligations.

A Practical PSC Compliance Checklist

For a UK company, the following checklist is a useful starting point:

• [ ] Review the current shareholder structure.
• [ ] Calculate share ownership percentages.
• [ ] Review voting rights separately.
• [ ] Check director appointment and removal rights.
• [ ] Examine shareholder agreements and other control arrangements.
• [ ] Consider indirect ownership.
• [ ] Consider trusts and corporate ownership.
• [ ] Identify all PSCs or relevant legal entities.
• [ ] Confirm PSC details.
• [ ] Record the nature of each person's control.
• [ ] Make the appropriate Companies House filings.
• [ ] Monitor ownership changes.
• [ ] Check each PSC's identity verification status.
• [ ] Keep Companies House information aligned with the company's internal records.

For global founders, this checklist is particularly useful because company ownership can span several countries and legal entities. IncorpUK, as a UK company formation and management platform for global founders, sits within a broader ecosystem where maintaining accurate corporate information is an important part of running a UK company from overseas.

Frequently Asked Questions

What is a PSC in a UK company?

A PSC, or Person with Significant Control, is an individual or qualifying legal entity that meets one or more statutory conditions relating to ownership or control of a UK company. This commonly includes holding more than 25% of shares or voting rights, having rights over the appointment or removal of most directors, or exercising significant influence or control.

Does a 25% shareholder count as a PSC?

Not solely because they own exactly 25%. The standard share ownership condition requires more than 25%. However, a person holding exactly 25% could still be a PSC if another condition applies, such as qualifying voting rights or significant influence or control.

Can a director also be a PSC?

Yes. A person can simultaneously be a director and a PSC. However, being a director does not automatically make someone a PSC.

Can a non-UK resident be a PSC?

Yes. A person does not need to live in the UK to be a PSC of a UK company. Non-resident founders and shareholders can have PSC obligations and must comply with applicable Companies House requirements.

Do PSCs have to verify their identity?

Yes. Mandatory identity verification for PSCs began being introduced from 18 November 2025 as part of a phased rollout. PSCs receive a Companies House personal code after verification and must provide it to Companies House within the applicable period.

What happens if a PSC does not verify their identity?

Failure to comply with identity verification requirements can constitute an offence and may result in a financial penalty or fine. Companies House can also display a compliance-related note against the person's name on the public register.

Does a company have to update its PSC information?

Yes. PSC information needs to remain accurate. Changes in shareholdings, voting rights, control arrangements or other relevant circumstances can require the company's PSC records and Companies House information to be updated.

Can a company have more than one PSC?

Yes. There is no requirement for a company to have only one PSC. Multiple people can qualify independently, for example where two shareholders each hold more than 25% of the shares.

What if ownership is split between many shareholders?

If nobody meets the ownership or voting thresholds, the company should still assess whether someone has significant influence or control and whether any relevant legal entity needs to be recorded. A complex ownership structure may require specialist advice.

Conclusion

The PSC regime is ultimately about one question: who really owns or controls the company? For a straightforward UK startup, the answer may be obvious. For a company with several founders, investors, trusts, holding companies or international shareholders, it can require much closer analysis.

The key rules to remember are that PSC status can arise through more than 25% ownership, more than 25% voting rights, board appointment rights, or significant influence or control. Companies should also treat PSC compliance as an ongoing responsibility rather than a one-off Companies House form. Ownership changes, investment rounds and restructuring can all alter the position.

And with mandatory identity verification now being phased in, PSC compliance has become even more closely connected to the wider corporate transparency requirements affecting UK companies. For founders, the safest approach is straightforward: map the ownership, understand the control rights, identify every relevant PSC, keep the register current and complete identity verification when required. That turns PSC compliance from an annual administrative headache into a manageable part of good company governance.