What is a Limited Company PSC Register?

Transparency is a cornerstone of the UK’s corporate landscape, designed to prevent financial crime and ensure that the true owners of a business are identifiable. Since April 2016, it has been a legal requirement for almost all UK companies to identify and record the individuals who have significant influence or control over their operations. This information is kept in a dedicated "PSC Register." Whether you are a first-time entrepreneur or an experienced director, understanding your obligations regarding the Persons with Significant Control (PSC) register is essential to remain compliant with Companies House and avoid potential criminal penalties.

Key Highlights

• The PSC register identifies individuals who own or control more than 25% of a company’s shares or voting rights.
• All UK limited companies, including those limited by guarantee, must maintain an internal register and update Companies House.
• Failure to maintain an accurate PSC register is a criminal offence that can lead to fines or even imprisonment for directors.
• Changes to PSC information must be recorded in the company’s own register within 14 days and notified to Companies House within a further 14 days.

Defining a Person with Significant Control (PSC)

A Person with Significant Control is an individual who meets one or more of the specific conditions set out by the government. In most small to medium-sized UK businesses, identifying the PSC is straightforward—it is often the founder or the majority shareholder. However, as business structures become more complex, identifying control requires a closer look at the five statutory conditions.

The first and most common condition is holding, directly or indirectly, more than 25% of the company’s shares. For example, if "Sarah" owns 30% of the ordinary shares in a London-based consultancy, she is a PSC. The second condition relates to voting rights; if an individual holds more than 25% of the voting power, regardless of their shareholding percentage, they must be registered. The third condition involves the right to appoint or remove a majority of the board of directors.

The fourth and fifth conditions are more nuanced, covering individuals who have the right to exercise, or actually exercise, "significant influence or control" over the company or a trust/firm that meets any of the first three conditions. This might apply to a consultant who has the final say over the company’s strategic direction despite not holding shares. For more details on the initial setup of your business, you may wish to read our guide on how to start a limited company.

Information Required for the PSC Register

Once you have identified your PSCs, you must gather specific personal information to include in your internal register. This transparency ensures that law enforcement, HMRC, and the public can see who is ultimately responsible for the entity. The required details include:

• Full name and date of birth.
• Nationality and country of residence.
• Service address (which will be on the public record).
• Usual residential address (which remains private and is only shared with certain public authorities).
• The date they became a PSC of the company.
• The nature of their control (e.g., "ownership of shares – more than 25% but not more than 50%").

It is important to note that you cannot simply leave the register blank. If you are currently in the process of identifying your PSCs, your register must state that the company is taking "reasonable steps" to find them. If your company has no PSCs—for instance, if there are five equal shareholders each owning 20%—the register must explicitly state that the company has no registrable person. Maintaining these records is just one part of your ongoing company secretary responsibilities.

Filing Obligations and Legal Deadlines

Your obligations regarding the PSC register are twofold: you must maintain an internal register at your registered office (or a SAIL address) and you must keep the public record at Companies House up to date. This is not a "set and forget" task. If a shareholder sells their stakes or a new director is granted significant voting rights, the register must reflect this immediately.

The timeline for updates is strict. You have 14 days to update your internal register after a change occurs, and then a further 14 days to file form PSC01 (for a new PSC), PSC04 (for a change in details), or PSC07 (to remove a PSC) with Companies House. Furthermore, you must confirm that your PSC information is correct every year when you file your Confirmation Statement.

Failure to comply with these requirements is a serious matter. Both the company and its officers (directors and secretaries) can be prosecuted for failing to provide accurate PSC information. In practice, this could lead to significant fines or difficulty in opening business bank accounts and securing investment, as most financial institutions perform rigorous PSC checks as part of their "Know Your Customer" (KYC) protocols.

Frequently Asked Questions

Can a company be listed as a PSC?

An individual is usually a PSC, but if another legal entity (like a parent company) has significant control, it is known as a Relevant Legal Entity (RLE). An RLE can be recorded on the register if it is "registrable"—meaning it keeps its own PSC register or is listed on a regulated market like the London Stock Exchange.

What if a PSC refuses to provide their information?

If a person fails to comply with a company’s request for PSC information, the company has the power to place "restrictions" on that person’s interest in the company. This can include freezing their right to vote or their right to receive dividends until the information is provided.

Is any PSC information kept private?

Yes. While the majority of the PSC's details are available to the public via the Companies House website, their home address and the day of their birth (though the month and year are visible) are protected. In exceptional circumstances, where a PSC is at serious risk of violence or intimidation, they can apply for all their information to be protected from public disclosure.

Navigating the complexities of UK company law can be challenging, but staying on top of your PSC register is a vital part of running a transparent and legally sound business. By keeping accurate records and meeting your filing deadlines, you protect your company's reputation and ensure you remain in the good graces of Companies House. If you need assistance with your company formation or ongoing compliance filings, Formation Direct Ltd is here to help you every step of the way with professional advice and administrative support.