The PSC register: persons with significant control, explained


Every UK limited company must keep a register of persons with significant control, and the information goes on the public record at Companies House. It is one of those compliance duties that is simple in theory and easy to get wrong in practice. Here is what directors need to know.


Who counts as a PSC


A person with significant control is anyone who holds, directly or indirectly, more than 25 percent of the shares or voting rights, can appoint or remove a majority of directors, or otherwise exercises significant influence or control over the company. Most small companies have one or two obvious PSCs (the founders). The complications start with joint holdings, corporate shareholders, and control exercised through agreements rather than shareholdings.


What must be recorded


For each PSC, the register must record their name, service address, residential address (not public), date of birth, nationality, and the nature of their control. The public register shows everything except the residential address. Details must be kept up to date, and changes notified to Companies House within 14 days.


What happens if you get it wrong


Failing to maintain the PSC register, or filing information you know is false, is a criminal offence for the company and its officers, punishable by fines and up to two years in prison. In practice, prosecutions are rare, but the register feeds into bank due diligence, investor checks and HMRC risk profiling. An out-of-date PSC record is the kind of small sloppiness that makes bigger counterparties nervous.


The common mistakes


The most common error is forgetting to update the register when shareholdings change: a new investor takes 30 percent and nobody updates the PSC filing. Next is missing indirect control, where someone controls the company through another entity. Then there is the "no PSC" declaration made when there actually is one, usually because nobody did the 25 percent maths across joint holdings.


Keep the company admin tight


The PSC register sits alongside the confirmation statement, statutory registers and share certificates in the basic company admin pack. It takes minutes to maintain and causes real trouble when neglected. Company secretarial support, whether in-house or through outsourced providers like Finex Outsourcing, keeps the registers, filings and deadlines in order so directors can focus on running the business.

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