The introduction of ID verification for the registration of persons with significant control (PSCs) in November 2025 put greater emphasis and rigour on how organisations approach their PSC regime.
This guide will cover:
- What a company’s PSC regime needs to cover
- What a PSC register is and what an organisation’s obligations are
- The potential complexities of identifying PSCs, especially in traded or formerly traded PLCs
MSP Company Secretarial can provide support in identifying PSCs for organisations and consultation on legislation. Speak to us today if you need expert guidance on persons with significant influence or control.
Note that reference to a section of a statute in this article is a reference to the Companies Act 2006 unless otherwise specified.
What is the PSC regime?
All companies that are not admitted to trading on a regulated UK or EU market must register Persons with Significant Control (PSCs) at Companies House. In many cases, this is a simple matter of reviewing the company’s share register and identifying those persons and companies that directly or indirectly control 25% or more of the company’s ordinary shares. Companies have a duty to take “reasonable steps” (section 790CB) to establish their PSCs, and for companies whose share register contains substantial holdings in nominee accounts, typical of traded (or formerly traded) PLCs, this may not be a simple matter. A PSC may not be apparent because they may have several holdings across different nominee accounts, for instance, that in aggregation add up to 25% or more of a company’s ordinary shares in issue.
Our next article will address what a PLC can do to confirm whether an individual or a company has multiple holdings that in aggregate make up 25% or more of a company’s issued voting shares and therefore are a registrable PSC. Such an exercise is a “reasonable step” a PLC can undertake to identify their PSCs.
We can provide a wide range of support in creating a PSC regime. Contact us for more information.
The requirements of the PSC regime
Our previous article discusses the requirements and conditions for registering a PSC and the need to verify their identity under the Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023). All companies, other than those companies whose voting shares are admitted to a regulated market in the UK or the EU (and those listed here), have a duty to register PSCs. Registrable PSCs include RLEs (Registrable Legal Entities), which are legal entities as opposed to (human) individuals; the regulations treat a person and an RLE similarly: the conditions that apply to a person that result in their registration as a PSC are the same as those applied to RLEs. So a discussion of a PSC in this article refers to a person and an RLE alike. The parameters that apply can be found in Schedule 1A of the Companies Act 2006, they are:
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Specified Condition (Companies Act 2006, Schedule 1A, Part 1) |
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| 1 |
Ownership of shares (indirectly or directly more than 25% of shares) |
| 2 |
Ownership of voting rights (indirectly or directly more than 25% of voting rights) |
| 3 |
Ownership of right to appoint or remove directors |
| 4 |
Has significant influence or control |
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5 |
Trusts, partnerships, etc. (addresses the control exerted that determines registrability) |
A PSC Regime in summary
The changes introduced by ECCTA 2023 require a more active approach from companies in determining that the organisation has a registrable PSC and making sure the PSC is registered at Companies House. A company other than a company whose voting shares are admitted to a regulated market in the UK or the EU (or those listed in SI 2016/339 Schedule 1):
- Has a duty to notify a person within 14 days who is or the company “has cause to believe that the person is” a registrable PSC (be that a person or a RLE) where such person/RLE has not confirmed its status to the company as a PSC (s. 790D(1))
- has a duty to find and identify PSCs (s. 790D)
- has a duty to identify changes in PSC information where the company “knows or has cause to believe that there has been a change in the required details” of a PSC (s. 790E), including establishing people (person or RLE) who cease to be a PSC (s. 790EA)
- has a duty to notify Companies House of the persons who fail to comply with notices given by the company as the company tries to establish its registrable PSCs (sections 790EB and 790EC)
- failure of a company to undertake these ‘information duties’ “without reasonable excuse” is a criminal offence (see: s. 790F)
- register its PSCs (s. 790LA) , and any changes (s. 790LD), at Companies House
A PSC has similar duties:
- to notify the company when the person (be that a person or an RLE) becomes a registrable PSC by “the end of the period of one month beginning the day on which all the conditions in [section 790G] subsection (1) are met” – that is, when the person knew they had become a registrable person (or RLE) with respect to a company (s. 790G)
- to keep the company in question updated on their registrable status (s. 790H) within one month of any change in their details (as required by s. 790H(3)), which includes notifying the company when the person or RLE ceases to be a registrable PSC (s. 790HA)
Section 790I (Enforcement of disclosure requirements) addresses the restrictions on and consequences for a PSC where they fail to comply with their disclosure obligations under the PSC regime.
It is important to note that not all the requirements of the PSC regime are summarised above; the PSC regime is too complex to summarise here and so you cannot rely on the foregoing details to be a full or accurate summary of the obligations under the PSC regime. MSP Company Secretarial recognises that registrability of PSCs can be confusing and can help a company establish and update its PSC practices and registrations so that they comply with the PSC regime.
How can MSP Company Secretarial help?
MSP Company Secretarial provides consultancy, practical support and fractional Company Secretary services. We can help companies with advice and guidance on how to comply with the greater requirements of the PSC regime introduced by ECCTA 2023, and related disclosures for listed companies. We are an authorised corporate service provider and can act on your behalf identifying information about people with significant control, and providing support with Companies House reporting.
Speak to a member of our team for more advice and guidance on PSC regimes.
PSC Regimes: Frequently asked questions
Does the replacement of company PSC registers with a companies house register mean organisations no longer need to keep a PSC register internally?
Yes, because the register formerly regulated by Part 21A Chapter 3 “Register of People with Significant Control” and Chapter 4 “Alternative Method of Record-Keeping” have been removed in their entirety and replaced by Chapter 2A “Duty to Notify Registrar of Persons with Significant Control and ID Verification”. In effect, the PSC Register held and maintained by a company internally has relocated to Companies House, whilst the requirements to generate and maintain an accurate and up to date register remain the same; companies need to adhere to the time scales for reporting to Companies House.
What happens if a company fails to identify and register a PSC?
It is important to differentiate here between a company failing to identify a PSC because of failure to properly investigate the PSC details that are relevant to the company, and the failure to ‘chase down’ the details of a suspected PSC. In the latter case, where a company diligently investigates the beneficial ownership of its shares but gets inadequate co-operation from third parties to conclude a PSC is registrable, then a company needs to follow sections 790EB (Company’s duty to notify failure to comply with notices) and 790EC (Company’s duty to notify of late compliance with notices) and report these failures to Companies House and in doing so the company will be complying with its duties even though in some case it might not identify a registrable PSC.
If a company fails to register a PSC because it has not followed the relevant obligations set out in Part 21A of the Companies Act 2006, then it is committing an offence as set out in section 790F (Failure by company to comply with information duties). A director risks up to 2 years’ imprisonment or a fine if convicted.
What happens if a PSC refuses to provide the information a company requests?
A registrable PSC has a duty to notify the company when he or she becomes a registrable PSC (section 790G) (and when they cease to be a registrable PSC (section 790HA)). Failure to do so can become subject to the restrictions set out in Schedule 1B of the Companies Act 2006 (Enforcement of disclosure requirements).
Furthermore, failure of a suspected registrable PSC to respond to a request for information is reportable by the company to Companies House under sections 790EB (Company’s duty to notify failure to comply with notices) and 790EC (Company’s duty to notify of late compliance with notices).
How do you formally remove or update a PSC once their level of control changes?
A PSC who no longer qualifies as a registrable PSC has a duty under section 790HA (Duty to notify company of ceasing to be a PSC) to notify the company that they are no longer a PSC. The duty is on the PSC to notify the company that he or she is no longer a PSC.
Section 790EA (Company’s duty to find out about persons ceasing to be PSCs) imposes a similar duty on the company, and once confirmed, it is the company’s duty to register the change in the PSC’s status “within the period of 14 days beginning with the day on which the company had confirmation” (section 790LF – Duty to notify registrar when person ceases to have significant control).