Who Is a Person with Significant Control in a One-Person Company?

If you own and control a UK limited company by yourself, you will usually be the company's Person with Significant Control (PSC). For a typical one-person company, the position is straightforward: the same individual may be the sole shareholder, sole director and sole PSC. If you own 100% of the company's shares or voting rights, you clearly meet the PSC rules. GOV.UK confirms that a person who holds more than 25% of a company's shares or voting rights will generally be a PSC.

However, being the only director does not, by itself, make someone a PSC. PSC status is based on ownership, voting rights, rights over the board or significant influence or control. That distinction becomes important when setting up a company, changing its share structure or using a more complicated ownership arrangement.

What is a Person with Significant Control?

A Person with Significant Control is an individual who meets one or more of the statutory conditions for having significant control over a company. For a standard UK company, the main conditions include an individual who:

• Owns more than 25% of the company's shares
• Controls more than 25% of the company's voting rights
• Has the right to appoint or remove a majority of the company's board of directors
• Exercises, or has the right to exercise, significant influence or control over the company

There are also rules covering indirect control and situations involving trusts, firms and other legal entities. The Department for Business and Trade's 2026 statutory guidance provides the current framework for determining significant influence or control. The PSC regime exists to make it easier to identify the individuals who ultimately own or control companies.

Who is the PSC in a one-person company?

In the simplest structure, the sole shareholder is the PSC. Consider this example:

Sarah forms Sarah Consulting Ltd.

Sarah owns 100% of the ordinary shares.
Sarah is the only director.
Sarah controls all shareholder voting rights.

Sarah is the company's PSC because she owns more than 25% of the shares and voting rights. She also happens to be the sole director, but that is not the reason she is a PSC. Her ownership and control satisfy the PSC conditions.

A typical one-person company structure

This is perfectly possible under UK company law. GOV.UK confirms that a company limited by shares must have at least one shareholder and that the shareholder can also be a director.

Does being the sole director automatically make you a PSC?

No. This is an important distinction. A director is responsible for managing the company, while a PSC is an individual who meets one or more of the statutory control conditions. Suppose David is appointed as the sole director of a company but owns no shares. Another person, Maria, owns 100% of the shares and controls the voting rights. In that situation:

• David is the director.
• Maria is the shareholder.
• Maria is the PSC because she owns 100% of the shares and voting rights.
• David is not automatically a PSC merely because he is the only director.

The roles can overlap, but they do not have to.

Can a one-person company have only one PSC?

Yes. In a straightforward company where one individual owns and controls everything, there will normally be one registrable individual PSC. For example:

James owns 100% of the shares.
James holds 100% of the voting rights.
James has the only controlling ownership interest.

James would normally be the company's only individual PSC. The fact that the company has one PSC does not mean the company is exempt from maintaining and reporting PSC information. UK companies are generally required to identify their PSCs and provide the relevant information to Companies House.

What information does a one-person company report about its PSC?

Where the PSC is an individual, Companies House records information such as:

• Name
• Date of birth
• Nationality
• Country or state of residence
• Correspondence or service address
• Date the person became a PSC
• Nature of control
• Applicable share and voting-right categories

GOV.UK states that a PSC's home address must not be disclosed publicly. The public record instead includes the relevant correspondence address. For share ownership and voting rights, Companies House uses categories rather than necessarily displaying an exact percentage. The categories include:

• More than 25% but not more than 50%
• More than 50% but less than 75%
• 75% or more

So a founder who owns 100% of the shares will fall into the 75% or more category.

Does a sole shareholder always have to be a PSC?

Usually, if an individual directly owns more than 25% of the shares or voting rights, they meet the relevant PSC condition. But company structures can become more complicated. For example, the shareholder may be:

• Another company
• A corporate group
• A trust
• An individual holding shares on behalf of someone else
• An entity with different voting and ownership rights

In those cases, identifying the ultimate PSC may require tracing ownership and control through the structure. The official PSC guidance specifically distinguishes between direct individual ownership and situations where control is exercised indirectly through another entity. For a straightforward one-founder company with one individual shareholder, however, the analysis is normally much simpler.

What if the sole shareholder is not the director?

This is where the difference between ownership and management becomes particularly useful. Imagine a founder establishes a company but appoints another person as director.

Example

Ahmed owns 100% of the shares.

Laura is the only director.

Ahmed does not act as a director.

Ahmed can still be the PSC because he owns 100% of the shares and voting rights. Laura is responsible for the company's management as its director, but she does not automatically become a PSC merely because she is the sole director. This arrangement can be legitimate, but the individuals involved must understand that director duties and PSC obligations are separate.

A founder should not appoint someone as a "name-only" director on the assumption that the appointment removes the founder's responsibilities as the person who ultimately controls the company.

What if the director owns 100% but there is another shareholder?

Then the exact share and voting structure needs to be examined. For example: John owns 100% of the voting rights but only 20% of the economic shares. Depending on the rights attached to the shares, John may still meet a PSC condition because he controls more than 25% of the voting rights.

This illustrates why PSC analysis should not rely solely on looking at the percentage of shares. Companies House guidance says companies should examine their register of members, articles and the rights attached to shares when identifying PSCs.

What if the company has one shareholder but several directors?

This is also possible. For example:

• Sarah owns 100% of the shares.
• Sarah is the PSC.
• Sarah, David and Michael are directors.

Sarah remains the PSC because of her ownership and voting rights. David and Michael do not automatically become PSCs simply because they are directors. However, if one of the other directors has separate rights that satisfy a PSC condition, for example, a right to appoint or remove a majority of the board that person may also need to be considered. The number of directors is therefore not the deciding factor.

What if the company has one director and several shareholders?

The opposite structure can also exist. Suppose:

• James is the sole director.
• Four individuals own shares.
• No individual owns more than 25%.
• No individual has more than 25% of voting rights.
• No individual has another form of significant influence or control.

The company may not have an individual PSC based solely on those shareholdings. However, the company must still investigate whether anyone meets another PSC condition, including significant influence or control. A company cannot simply assume "nobody owns more than 25%, so we have no PSC." It has to take reasonable steps to identify anyone who qualifies.

What does "significant influence or control" mean?

This is the more advanced part of PSC analysis. The first three main conditions are relatively easy to understand:

1. More than 25% of shares
2. More than 25% of voting rights
3. Right to appoint or remove a majority of directors

The fourth condition concerns significant influence or control. The government's 2026 statutory guidance explains that a person may be a PSC where they exercise, or have the right to exercise, significant influence or control even without crossing the 25% shareholding threshold.

This matters where a person's actual control over the company is different from what the share register might initially suggest. For a conventional one-person company, however, there is usually no need to rely on this more complex condition because the sole shareholder already owns 100%.

What if the company is owned by another company?

This changes the analysis. Imagine:

Alpha Holdings Ltd owns 100% of Alpha Trading Ltd.

The immediate shareholder of Alpha Trading Ltd is not an individual; it is another company. The PSC rules contain separate provisions for companies controlled by legal entities. You may need to identify a relevant legal entity (RLE) or trace ownership through the corporate structure to establish who ultimately controls the business.

This is one area where a "one-person company" can become misleading. A company may have one shareholder on its register but still have a more complicated ultimate ownership structure.

What happens if a sole shareholder transfers some shares?

The PSC position should be reviewed whenever ownership changes. For example:

Before transfer

Founder owns 100%. The founder is clearly a PSC.

After transfer

Founder owns 70%.
New investor owns 30%.

Both individuals meet the more-than-25% shareholding condition and would generally be PSCs. If the founder later transfers additional shares and falls below the relevant threshold, their PSC status may change depending on their remaining voting rights and other control rights.

PSC information must be kept current rather than treated as a one-time incorporation formality. Companies House guidance states that companies must update PSC information within 14 days of confirmation of a change.

What happens when a one-person company becomes a multi-owner company?

This is common as a startup grows. A founder might begin with: Founder: 100% Then bring in an investor:

Founder: 70%
Investor: 30%

Later, the company might raise another round:

Founder: 55%
Investor A: 25%
Investor B: 20%

The PSC register needs to reflect the relevant control position at each stage. This is one reason founders should treat the PSC register as a living corporate record, not simply information that was completed during incorporation and forgotten.

Does a PSC have to be a director?

No. A PSC can be a shareholder who is not a director. For example:

Founder owns 100% of the company but appoints an independent managing director.

The founder may remain the PSC because of their ownership, even though they do not sit on the board. Conversely, a director can exist without being a PSC. This distinction is particularly important when founders appoint professional managers as their businesses grow.

Can a non-resident be the PSC of a UK company?

Yes. PSC status is based on control, not UK residence. A founder living outside the UK can own and control a UK company and therefore be its PSC. For example, a founder living in Nigeria may own 100% of a UK limited company. Their overseas residence does not prevent them from being recorded as the company's PSC.

The company still has to provide the required PSC information to Companies House and comply with the applicable identity-verification requirements. GOV.UK confirms that PSCs are now required to verify their identity and provide their personal code to Companies House.

Is a PSC's home address public?

The PSC regime does not make the individual's home address publicly available in the ordinary register. Companies House distinguishes between a PSC's correspondence address and their home address. The home address must not be disclosed publicly.

This is particularly relevant for international founders who may be concerned about publishing their residential address. However, other PSC information can be public, including the person's name, nationality, country of residence, date of birth information and nature of control.

Can a PSC protect their information?

In exceptional circumstances, yes. Companies House allows PSCs to apply for protection where they or someone living with them faces a serious risk of violence or intimidation because of the company's activities or their personal circumstances.

The protection available to PSCs can be broader than simply hiding their home address. Where the legal requirements are met, a PSC can apply for protection of all PSC information from the public register. Companies House says the application costs £100 and should, where possible, be made before the information is registered. This is an exceptional protection mechanism, not a general privacy option for founders who simply prefer not to appear on the public register.

What should a one-person company do about its PSC?

For a straightforward one-owner company, the process is relatively simple.

1. Identify the person who controls the company

If one individual owns 100% of the shares and voting rights, that person is normally the PSC.

2. Identify the nature of control

The company should record the applicable PSC condition for example, ownership of shares and voting rights of 75% or more.

3. Provide the information to Companies House

PSC information is part of the incorporation process for a new company. GOV.UK specifically requires companies to identify their PSC when registering.

4. Verify the PSC's identity

The current Companies House identity-verification regime applies to PSCs, subject to the applicable implementation and filing requirements.

5. Keep the information updated

Changes in ownership or control should trigger a review of the PSC register.

Common mistakes in one-person companies

Mistake 1: Thinking the director is automatically the PSC

Directorship and PSC status are different.

Mistake 2: Forgetting to report the PSC

A one-person company is not exempt from PSC requirements.

Mistake 3: Reporting the wrong nature of control

If someone owns 100% of the shares, the relevant category should accurately reflect that level of ownership.

Mistake 4: Ignoring voting rights

A person's voting control can make them a PSC even where their economic shareholding is different.

Mistake 5: Forgetting to update the PSC register after a share transfer

A change in ownership can change who qualifies as a PSC.

Mistake 6: Assuming overseas residence changes PSC status

It does not. A non-resident founder can still be the PSC of a UK company.

FAQ: PSCs in One-Person Companies

Who is the PSC in a one-person company?

Usually, the sole shareholder is the PSC when they own more than 25% of the company's shares or voting rights. If they own 100%, they clearly meet those conditions.

Can the sole director be the PSC?

Yes, if the director also meets one of the PSC conditions. In a typical one-person company, the sole director is often also the sole shareholder and therefore the PSC.

Does a sole director automatically become a PSC?

No. Being a director alone does not automatically satisfy the PSC conditions. PSC status depends on ownership, voting rights, board appointment rights or significant influence or control.

Can a one-person company have more than one PSC?

A straightforward company with one individual who owns and controls everything will normally have one PSC. However, additional people can qualify where they have separate control rights or jointly meet relevant conditions.

Can a PSC be different from the director?

Yes. A shareholder who controls more than 25% of the company can be a PSC without being a director.

Can a non-resident be a PSC of a UK company?

Yes. PSC status does not require UK residence. A person living overseas can own and control a UK company and be its PSC.

Is a PSC's home address public?

No. Companies House states that a PSC's home address must not be disclosed publicly. The correspondence address is the relevant public address.

Does a one-person company need to register its PSC with Companies House?

Yes. Companies are generally required to identify their PSCs and provide the required information to Companies House.

What happens if the sole shareholder sells part of their shares?

The company should reassess its PSC position. If the new shareholder acquires more than 25% of the shares or voting rights, that person will generally become a PSC, while the original shareholder's status should also be reviewed.

Conclusion

In a typical UK one-person company, the answer is straightforward: the individual who owns and controls the company is usually its Person with Significant Control. If one founder owns 100% of the shares and voting rights, that founder is clearly a PSC. They may also be the sole director, but the two roles should not be confused. PSC status comes from the person's ownership or other qualifying control not simply from holding a directorship.

For most one-founder businesses, the PSC structure is simple. The founder identifies themselves as the PSC, reports the applicable nature of control, completes the required identity verification and keeps the information updated when ownership or control changes. The complexity usually appears when a company introduces investors, different share classes, corporate shareholders, trusts or arrangements that separate legal ownership from actual control.

For global founders establishing UK companies remotely, understanding the PSC rules from the beginning is especially useful. IncorpUK, as a UK company formation and management platform for global founders, operates within the wider ecosystem of services that help entrepreneurs navigate company formation and ongoing corporate administration. The key principle is simple: if you own and control your one-person company, Companies House will generally need to know that you are the PSC and keeping that information accurate is an ongoing corporate responsibility, not just an incorporation formality.