UK: People Of Significant Control

Last Updated: 11 May 2016
Article by Debbie J Farman

People of Significant Control: a summary

From April 2016, private UK companies and Limited Liability Partnerships (LLPs) have to create and maintain a register of People with Significant Control (PSCs). From June 2016, the PSC information has to be included on the new confirmation statement which replaces the annual return that is filed at Companies House.

Companies covered by the regulations

The People of Significant Control (PSC) Regulations 2016 apply to UK incorporated companies limited by shares, companies limited by guarantee (including community interest companies) and Societas Europaea (SEs). In addition, Limited Liability Partnerships (LLPs) will be subject to the requirements following the implementation of secondary legislation.

However, the requirements do not apply to UK companies that are subject to Chapter 5 of the Financial Conduct Authority's Disclosure and Transparency Rules (DTRs), or companies with voting shares admitted to trading on a regulated market in the UK or European Economic Area (other than the UK) or on specified markets in Switzerland, the USA, Japan and Israel.

The regulations state that companies are required to:

  • Take reasonable steps to find out if there are people who have significant control or influence over the company
  • Contact these people (or others who might know them) to confirm they meet one or more of the conditions and get the relevant information – it's worth noting that PSCs (or anyone who might know about a PSC), must respond to these requests for information, as they too are subject to the requirements
  • Put the information on the company's own PSC register
  • File the information at Companies House to be made available on the central public register
  • Keep the information up to date

Identifying a PSC

A PSC is an individual who meets one or more of the following conditions in relation to the company:

i. Directly or indirectly owning more than 25% of the shares

ii. Directly or indirectly holding more than 25% of the voting rights

iii. Directly or indirectly holding the right to appoint or remove the majority of directors

iv. Otherwise having the right to exercise, or actually exercising, significant influence or control

v. Holding the right to exercise, or actually exercising, significant influence or control over the activities of a trust or firm which is not a legal entity, but would itself satisfy any of the first four conditions if it were an individual.

If any of the first three conditions are met, then you do not need to worry about the last two (iv or v).

Note that the conditions for identifying a PSC within a Limited Liability Partnership (LLP) vary slightly. See FAQs on page 7.

When a PSC has been identified, you need to obtain, confirm and then enter the following details on the PSC register about them:

  • Name
  • Date of birth
  • Nationality
  • Country, state or part of the UK where the PSC usually lives
  • Usual residential address
  • Service address (if different to the residential address)
  • The date the individual became a PSC
  • Which of the five conditions for being a PSC the individual meets
  • If there are any restrictions on disclosing the PSC's information

Relevant Legal Entity (RLE)

A PSC is by definition an individual, and not a legal entity. (Although, the company might be owned or controlled by a legal entity, and not an individual.) A legal entity must be put on the PSC register if it is both relevant and registrable.

A legal entity is relevant in relation to your company if it meets any one or more of the conditions (i) to (v) above and;

  • Holds its own PSC register, or
  • Is subject to DTRs, or
  • Has voting shares admitted to trading on a regulated market in the UK or EEA (other than the UK) or on specified markets in Switzerland, the USA, Japan and Israel

A RLE is registrable in relation to your company if it is the first relevant legal entity in the company's ownership chain.

Where a RLE has been identified, the following details must be obtained and entered into the PSC register:

  • Name of the legal entity
  • The address of its registered or principle office
  • The legal form of the entity and the law by which it is governed
  • Registration details
  • The date the legal entity became a RLE
  • Nature of control

What does 'significant influence or control' over a company mean?

Condition 4 states that any individual who has the right to, or actually exercises significant influence or control over the company needs to be entered into the PSC register. We currently have only draft statutory guidance on the meaning of 'significant influence or control' but this guidance states:

  • Significant influence' means that a person can ensure that the company adopts those policies or activities which are desired by the holder of the significant influence
  • 'Control' means the direct power to direct the policies and activities of the company

Significant influence or control can go beyond the financial and operating policies of the company and does not have to be exercised by a person just for their own economic gain. It also covers the direct or indirect right to exercise actual significant influence or control (whether the right is created through provision in a company's articles, shareholders' or investors' agreement, share rights or otherwise).

Any person holding such a right must be entered in the PSC register, irrespective of whether that right has been or will be exercised.

Examples given in the draft statutory guidance of rights to, or actual exercise of, significant influence or control include:

  • Having absolute decision rights or veto rights over decisions relating to the running of the business of the company
  • Being involved in the day-to-day management of the company when they are not a member of the board (or even a shareholder)
  • Recommendations that are always or almost always followed by the shareholders (which hold the majority of the voting rights in the company) when they decide how to vote.

The draft guidance goes on to identify 'safe harbours' (roles and relationships which usually mean a person won't be exercising significant influence or control). These include directors and employees acting within their role in the company, together with the usual third party, statutory, regulatory and advisory parties (suppliers, lenders, regulators, liquidators, lawyers and accountants, etc.) as well as a person who makes recommendations to shareholders on a one-off issue that is then voted on.

Companies without PSCs

The PSC requirements apply whether the company has a PSC or not. If all reasonable steps have been taken and the company is confident that there are no individuals or legal entities which meet any of the conditions, a statement to this effect must be added into the register.

Confirming information

The company must confirm information about a PSC before it is entered on to the PSC register. This applies if the company has reason to believe there is a PSC, but have not identified who they are. Or if the company knows who they are, but does not have their full details. Again, statements to this effect must be entered into the PSC register.

Protection regime

There may be circumstances where a PSC's required particulars should be suppressed from public disclosure to protect individuals at serious risk of harm.

The grounds for an application for protection are where there is a serious risk that the PSC, or a person who lives with the PSC, will be subjected to violence or intimidation if their PSC information is publicly disclosed. This risk of physical harm must also be due to the company's activities, or circumstances specific to an individual PSC and their link to the company.

PSC and RLE obligations

Both PSCs and RLEs are required to respond to any notices from the company requesting information but their obligations do not stop there. They also have a positive obligation to disclose details of any relevant interests and rights. So any individual or legal entity who meets the criteria for being registered as a PSC or RLE in a company's PSC register is under the obligation to notify the company of this fact, to provide details of their interest and the associated private details that require entry into the register. Details must be provided within one month of their interest becoming registrable. Registered PSCs or RLEs also have the ongoing obligation to notify the company when changes to their particulars or interest occur.

Sanctions for non-compliance

There are potential criminal sanctions for individuals, companies, directors, PSCs or RLEs in the form of fines or, potentially, imprisonment for failure to comply with PSC obligations. In addition to this, the company has the power to place restrictions to shares or interests held by any person or legal entity who, without a valid reason, fails to respond to its request for information. For more information on this onerous default process, see the guidance from BIS.

Typical wordings

Below is a quick reference guide to the official way of wording some of the more common statements that can be used on the PSC register. For a full list, please refer to the guidance from BIS.

The company has no PSC or registrable RLE

"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"

Unidentified PSC

"The company knows or has reasonable cause to believe that there is a registrable person in relation to the company but it has not identified the registrable person"

Unconfirmed particulars

"The company has identified a registrable person in relation to the company but all of the required particulars of that person have not been confirmed"

Taking reasonable steps

"The company has not yet completed taking reasonable steps to find out if there is anyone who is a registrable person or a registrable relevant legal entity in relation to the company"

Condition (i)

"The person holds, directly or indirectly, more than 25% but no more than 50% of the shares in the company"

"The person holds, directly or indirectly, more than 50% but less than 75% of the shares in the company"

"The person holds, directly or indirectly, 75% or more of the shares in the company"

Condition (ii)

"The person holds, directly or indirectly, more than 25% but not more than 50% of the voting rights in the company"

"The person holds, directly or indirectly, more than 50% but less than 75% of the voting rights in the company"

"The person holds, directly or indirectly, 75% or more of the voting rights in the company"

Condition (iii)

"The person holds the right, directly or indirectly, to appoint or remove a majority of the board of directors"

Condition (iv)

(This will only be applicable where a PSC or RLE does not meet one or more of conditions (i) to (iii).)

"The person has the right to exercise, or actually exercises, significant influence or control over the company"

Frequently asked questions

Why is this being introduced?

The introduction of the PSC register is one of a number of changes to the Companies Act 2006 brought about by the Small Business, Enterprise and Employment Act 2015. The aim of the Act is to create greater transparency in the ownership and control of UK companies, to help in the fight against money laundering, whilst increasing trust in UK companies.

Does my company need to have a PSC register?

All UK private companies, including companies limited by guarantee, and UK LLPs will have to keep a PSC register. Only companies that already disclose information about ownership of shares under the FCA's Disclosure and Transparency Rules (DTR5 issuers) are exempted from keeping the register.

Who can be a PSC?

A PSC can be either an individual or a UK registered company. Individuals may meet one of the conditions below through direct or indirect shareholdings. UK companies are registrable on the PSC register if they meet one of the conditions below and have a direct interest in your company.

If the direct interest lies with a company registered outside the UK, scrutiny of the full group structure is required until an individual or UK registered company can be identified as the PSC.

How do I identify a PSC?

There are five separate conditions, which are:

  • Condition 1: holds, directly or indirectly, more than 25% of the shares in the company.
  • Condition 2: holds, directly or indirectly, more than 25% of the voting rights in the company.
  • Condition 3: holds the right, directly or indirectly, to appoint or remove a majority of the board of directors of the company.
  • Condition 4: has the right to exercise, or actually exercises, significant influence or control over the company.
  • Condition 5: exercises significant influence or control over the trustees of a trust or partners of a firm, where that trust or firm is not a separate legal entity, but where those trustees or partners would otherwise meet the conditions above.

What about LLPs?

Under the LLP regulations, an individual will be a person with significant control if he:

  • Has a direct or indirect right to more than 25% of the LLP's surplus assets on a winding up;
  • Has a direct or indirect right to more than 25% of the members' voting rights;
  • Has a direct or indirect right to appoint or remove a majority of the LLP's management; or Exercises, or has the right to exercise, a significant influence over the LLP.

What if my PSC does not want their details on the public record?

Talk to us about reviewing your corporate structure or alternatively, the PSC may consider applying under the Companies House protection regime.

What information do I need?

For an individual:

  • Name
  • Service address
  • Usual country/state of residence
  • Nationality
  • Date of birth
  • Usual residential address (this will not appear on the public record)
  • Date on which the individual became registrable
  • Nature of control

For a relevant legal entity:

  • Corporate/firm name
  • Registered/principal office
  • Legal form and governing law
  • Applicable company register and number
  • Date on which the legal entity became registrable
  • Nature of control

When must my PSC register be ready?

You must have a PSC register from April 2016. From June 2016 you will have to send the PSC information annually to Companies House with your confirmation statement which replaces the annual return. The company has an ongoing obligation to maintain the register and to investigate when it believes there may have been a change in PSC.

What about non-compliance?

PSCs themselves have an obligation to notify the company within one month of becoming a PSC. They commit an offence if they fail to notify or respond to a notice from the company. In addition, the company may apply sanctions in relation to shares held by the PSC and the rights attached to those shares. Failure to comply may result in the company and its officers committing an offence.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

In association with
Related Video
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Check to state you have read and
agree to our Terms and Conditions

Terms & Conditions and Privacy Statement (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

Use of

You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.

Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

If you do not want us to provide your name and email address you may opt out by clicking here .

If you do not wish to receive any future announcements of products and services offered by Mondaq by clicking here .

Information Collection and Use

We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to with “no disclosure” in the subject heading

Mondaq News Alerts

In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at and we will use commercially reasonable efforts to determine and correct the problem promptly.