This article alerts you to the plans for identity verification of company directors and persons with significant control (PSCs). It will serve as a reminder of the obligations relating to the registration of PSCs and serve as a guide to establishing who or what is a registrable person with significant control.
You will be encouraged to review your company’s PSC registrations before November 2025 to ensure not only that your PSC registrations are compliant and complete, but also that you are ready to arrange ID verifications of PSCs in a timely manner.
Unless stated otherwise, all references in this article to a regulation shall be a reference to the Companies Act 2006.
In this article, Company X is the company whose PSC registration requirement is being discussed – i.e. the company assessing and making a PSC registration.
MSP Company Secretarial can assist with a wide range of services, from registering and unregistering directors or persons with significant control, and as an ACSP, assisting directors and PSCs with Companies House. To speak to us, click here.
Director ID verification update
In summary:
- Company directors and PSCs will need to complete the verification process with Companies House – they can continue to register their identity directly with Companies House, here, voluntarily, or use an Authorised Corporate Service Provider (ACSP), like MSP Company Secretarial.
- Registering an ID with Companies House will generate a personal ID Code, and from 18 November 2025, as part of every UK-registered company’s annual filing of its Confirmation Statement, each registered director and PSC individual needs to include a valid ID Code.
- Where a PSC is also a corporate director, then that director can use their ID Code as part of the filing of a confirmation statement; however, where a PSC is not a director, then the PSC will have 14 days to validate their ID Code and provide this Code to Companies House from the Confirmation Statement date of the company concerned.
MSP Company Secretarial can assist with all director ID verification deadlines and submissions. Speak to us here to find out more.
What is a Person of Significant Control?
A PSC is an individual or entity that qualifies as registrable because the person or entity can exert control through holding an interest in Company X, directly or indirectly. A person or entity is judged to have significant control if the “specified conditions” set out in Schedule 1A of the Companies Act 2006 exist in relation to Company X.
The regulations differentiate between a PSC, a Person with Significant Control (an individual), and an RLE, a Relevant Legal Entity (i.e., a PSC that is not an individual). The regulations recognise that a company (say, Company Y) can have control over Company X, where Company Y can satisfy one or more of the Specified Conditions in a manner similar to an individual. In that way, Company Y has a control that is registrable in the same manner as an individual who, for example, holds over 25% of the voting rights in Company X. There are obvious parallels between a PSC and a RLE, and for ease of discussion in this article, unless otherwise specified, when talking about a “PSC” hereafter, the same conditions will apply to a RLE as it would to an person with significant control.
If you need support in identifying your organisation’s PSCs or RLEs, then we can help.
The specified conditions for director ID verification
Significant control, and the requirement to register a PSC, occurs when one (or more) of the following conditions apply to Company X (Schedule 1A, Part 1):
| Condition No | Parameter | Occurrence |
| 1. | Ownership of shares | Direct or indirect holding of more than 25% of shares in the company |
| 2. | Ownership of voting rights | Direct or indirect holding of more than 25% of voting rights in the company |
| 3. | Ownership of right to appoint or remove directors | Can “appoint or remove a majority of the board of directors” of the company, directly or indirectly |
| 4. | Significant influence or control | A person/entity “has the right to exercise, or actually exercises, significant influence or control” over the company. |
| 5. | Trusts, partnerships, etc. | That a person “has the right to exercise, or actually exercises, significant control, and where a trust or members of a firm satisfy specified conditions |
How to determine if a PSC is holding an interest
Schedule 1A Part 2 sets out how to assess whether a person or an entity holds an interest that can satisfy one of the Specified Conditions. Specifically, Part 2 establishes when someone or an entity holds an ‘interest’ – directly or indirectly – and, along with details given in Part 3, the number of shares or voting rights held in the company. With these assessments, it is then possible to judge whether a person or an entity qualifies for one or more of the Specified Conditions.
These considerations can be complicated, and discussion of the details falls outside the scope of this article; however, MSP Company Secretarial can help with that assessment to ensure your company’s registrations are compliant.
Scope of PSC considerations – when a Person of Significant Control is registrable
In summary:
- All UK-registered companies have a duty to register their People with Significant Control, unless the company’s voting shares are “admitted to trading on a UK regulated market or an EU regulated market” (section 790B).
- Ownership (direct or indirect control over voting shares and voting rights) is either “registrable” or “non-registrable” (sections 790C(4) and 790C(8)).
- All UK-registered companies make a PSC registration with Companies House, even if that is to register: “The company knows or has reasonable cause to believe that there is no registrable person or registrable relevant legal entity in relation to the company”, or “From 9 February 2018 the company is exempt from keeping a PSC register as it has voting shares admitted to trading on a UK regulated market”.
- A company has a duty to “take reasonable steps…to find out if there is anyone who is a registrable person or a registrable legal entity” (section 790D).
- A company must maintain a register of its PSCs (sections 790E and 790M).
- There is a duty on PSCs to supply information in relation to their status as a PSC (sections 790G and 790H).
- A company must notify Companies House of changes to the company’s PSC register within a period of 14 days from the date of change (section 790VA).
As mentioned earlier, Schedule 1A addresses when holding an interest (Parts 2 and 3) satisfies a Specified Condition (Part 1) and so becomes registrable.
Note that companies listed on AIM and the Aquis Growth Market (‘Apex’ and ‘Access’ segments) are required to maintain a PSC register as these are not regulated markets, and they are required to notify Companies House of any changes in PSC registrations.
MSP Company Secretarial can help create and maintain your PSC register – speak to us to find out more
Locating registrable Persons of Significant Control
Registering a PSC who belongs to a single company is usually straightforward.
Typically, the considerations are:
- Who owns the company, e.g., who has rights over the “equity securities” (defined in section 560(1)); and
- What agreements or arrangements exist that give control to specified parties (e.g. enhanced voting rights) – always considering the application of Specified Condition 4 (above).
Once understood, then persons or entities that fall into each of the Specified Conditions can be noted, allowing the company to identify a registrable PSC. Note that a registered PSC may cease to be registrable if their level of control decreases. This change in status will then also need to be registered (i.e. ceasing to be a PSC).
The matter can be more complicated when Company X is a subsidiary; however, the process is essentially the same. It is possible that a PSC exists from each of the following four categories – if:
- From the company’s share register, a pattern of ownership that satisfies a Specified Condition is present.
- There are any agreements or arrangements that give control to a person or entity capable of satisfying a Specified Condition.
- There is anyone (person or entity) that fits into Specified Condition 4. Looking up the chain of ownership from Company X, there are persons and/or entities that can be identified to be registrable in relation to Company X, because they satisfy any of the Specified Conditions.
This process needs to be followed for all the companies in the chain of ownership to identify the appropriate registrations required for each company in the organisational structure to the ultimate parent company.
These considerations can prove confusing; however, as authorised agents, MSP Company Secretarial is available to assist companies in establishing and registering their PSCs at Companies House.
Companies whose shares are admitted to trading on a regulated market
A company whose voting shares are admitted to trading on a UK regulated market or an EU regulated market does not need to prepare a PSC register (section 790B(1)(a)), however such a company can be a RLE if the traded company satisfies a Specified Condition (i.e. if the traded company were an individual, it would be identified as a PSC) – sections 790C(6) and 790C(7).
A list of UK-regulated markets can be found here.
Likewise, some overseas markets have disclosure requirements that satisfy sections 790C(6) and 790C(7) – these markets are listed here. A company trading on one of these overseas markets may be a RLE, therefore registrable if in the chain of ownership of Company X, the traded company satisfies a Specified Condition.
It is worth noting that a company trading on a UK-regulated market may have an overseas company (perhaps a parent company, which may not be admitted to trading on a market), and so a registrable PSC chain may continue upwards. It can be unclear what needs to happen in these circumstances, and MSP Company Secretarial can assist companies in understanding their PSC registration duties.
Reviewing your PSCs in readiness for PSC ID verification
As mentioned earlier, PSCs need to have their IDs verified as part of a company’s next annual confirmation statement filing from 18 November 2025.
In preparation for ID verification:
- Make sure that your company’s PSC registrations are correct and up to date. If there’s a PSC that no longer satisfies any Specified Condition, then the company’s PSC register needs to be corrected, removing the PSC, along with updating the PSC registration at Companies House.
- Likewise, make sure that all current PSCs are identified and properly registered.
- Alert your PSC individuals to the need for them to have their IDs verified, and that the need for the PSCs to have a verified ID Code will be prompted by the company’s confirmation statement filing date. A PSC will have a 14-day period during which to provide their personal ID Code. Note that where a director is also a PSC, then the same ID Code can be used for both roles.
It is important that a company’s PSC register is correct and properly maintained, and that all registrations at Companies House are correct. MSP Company Secretarial assist clients with their PSC review and registration, and its sister organisation, Share Registrars, assists its public company clients by gathering information about interests in their shares in relation to section 793 (Notice by company requiring information about interests in its shares).
How can MSP Company Secretarial help with director ID verification?
MSP is a professional firm offering company secretarial services for private and public companies and charities. MSP services include:
- Assisting companies in satisfying their PSC recording and registering responsibilities
- Registering and deregistering PSCs at Companies House
- As an Authorised Corporate Services Provider (ACSP), assisting directors and PSCs to verify their IDs with Companies House
- As part of its broader service offer, MSP can:
- Provide full Board support
- Arrange and run a company’s General Meetings
- Undertake statutory filings
- Drafting annual reports
- Board effectiveness surveys
- Provide advice from our governance professionals
- MSP Organisation supports companies with:
- share registry services (including CREST holdings) via Share Registrars
- accounting services via MSP Chalkdell
- business payroll services via MSP Payroll
- leadership development via MSP Verosa
- marketing and branding via MSP Reach
Contact us today to discuss your PSCs and ACSP requirements.
Director ID Verification: Frequently Asked Questions
Are there circumstances where a director or PSC is not required to register?
Directors of UK companies must be registered and are required to verify their identity at Companies House. Directors must provide their Companies House personal code as part of filing a company’s next confirmation statement from 18 November 2025. PSCs must verify their identity and provide their Companies House personal code. If a director is also a PSC, they must provide their personal code separately for each role.
Does director ID verification apply to limited businesses?
The ID verification requirements apply to individuals who are directors of all types of UK limited companies. Existing directors have a 12-month transition to complete the verification with Companies House from 18 November 2025. New directors must be verified either when a company is incorporated or on appointment as a director.
Does director ID verification apply to not-for-profit organisations?
The ID verification requirements for directors also apply to not-for-profit organisations that are structured as limited companies and registered at Companies House.
H3: Why do directors now need to verify their ID with Companies House?
The Director ID verification regime was introduced under the Economic Crime and Corporate Transparency Act (ECCTA) to enhance corporate transparency and strengthen trust in UK companies by ensuring all businesses can verify identities for new and existing directors, members of a Limited Liability Partnership (LLPs) and People of Significant Control. Directors who fail to complete the registration may face financial penalties, prosecution, or restrictions on their ability to act as a director. Working with MSP Company Secretarial will help your organisation remain compliant and provide robust governance processes.