What Is a Person with Significant Control (PSC)?

When you register a UK company, you'll be asked to identify its people with significant control, usually shortened to PSCs.

For a simple one-person company, this is often straightforward: the founder is the director, owns all the shares and is also the PSC.

But once several founders, shareholders or different voting arrangements are involved, it's worth understanding what significant control actually means.

What is a PSC?

A Person with Significant Control is someone who ultimately owns or controls a company. UK companies are generally required to identify their PSCs and provide relevant information to Companies House. The purpose is transparency: the public register should show not just who the directors are, but who ultimately owns or controls the company.

Who counts as a Person with Significant Control?

Someone may be a PSC if they meet one or more conditions set out in UK company law. Broadly, this includes someone who:

• holds more than 25% of the company's shares

• controls more than 25% of its voting rights

• has the right to appoint or remove a majority of the board of directors

• otherwise has the right to exercise, or actually exercises, significant influence or control over the company

There are also rules covering significant influence or control exercised through trusts and firms.

Is a shareholder automatically a PSC?

No. Someone can own shares without being a PSC.

For example, imagine a company has five shareholders who each own 20% of its ordinary shares and voting rights. Simply owning 20% would not meet the more-than-25% shareholding or voting-right thresholds.

Other PSC conditions could still apply, so ownership percentage isn't the only thing to consider.

Understanding Shareholders and Share Structure in a UK Limited Company

Can a director be a PSC?

Yes, but being a director doesn't automatically make someone a PSC. Directors manage the company. PSCs ultimately own or exercise significant control over it. The same person can be both.

If you're the sole director and own 100% of a simple limited company, you'll ordinarily be both a director and its PSC.

PSC example: one founder

Alex owns 100% of the shares and voting rights and is the sole director. Alex is a PSC because they own more than 25% of the shares and control more than 25% of the voting rights.

PSC example: two equal founders

Alex and Sam each own 50% of the shares and voting rights. Both are PSCs.

PSC example: four equal founders

Four founders each own exactly 25%. The threshold is more than 25%, not 25% or more, so holding exactly 25% does not meet the shareholding condition by itself.

The company still needs to consider the other PSC conditions, including voting rights and other forms of significant influence or control.

What PSC information appears at Companies House?

Companies House records information about a company's PSCs. For an individual, public information includes details such as their name, nationality, month and year of birth, service address and nature of control.

Some personal information is protected from the public register, including a PSC's full date of birth and usual residential address in normal circumstances.

Do PSCs need to verify their identity?

Yes. Companies House identity verification requirements apply to PSCs as part of the reforms introduced under the Economic Crime and Corporate Transparency Act.

Once someone verifies their identity, they're issued a Companies House personal code. That code belongs to the individual rather than to one particular company.

When do I identify PSCs?

You'll need to provide PSC information when registering a company. That's why ownership and control should be thought through before submitting the incorporation application.

You'll already be deciding who the shareholders are, how many shares they own, what rights those shares carry and who the directors are. Those decisions help determine who the PSCs are.

How to Register a Limited Company in the UK

Understanding Shareholders and Share Structure in a UK Limited Company

What happens if the PSC changes?

PSC information isn't something you provide once and forget. If ownership or control changes, the company's PSC position may change too. Issuing or transferring shares, for example, could move somebody above or below a relevant threshold.

Companies are responsible for identifying their PSCs, maintaining the required information and notifying Companies House of relevant changes within the applicable deadlines.

PSCs when registering your company

For a straightforward founder-owned company, identifying your PSC is often simple.

FOUNDRS guides you through shareholders, share structure and the information required to register your company, so PSC information is dealt with as part of the wider incorporation process rather than as an isolated form.

About FOUNDRS

FOUNDRS is a registered Authorised Corporate Service Provider (ACSP), authorised to provide Companies House services including identity verification. We help UK founders form and manage limited companies.