What is a person with significant control (PSC)?

A person with significant control is someone who has a certain level of influence over the business and management decisions of a limited company. If you run your business in this way, you’ll have to identify the people with significant control (PSCs), record their details, and report the information to Companies House. 

It’s one of the key tasks involved in setting up a limited company and keeping it running from year to year, so it’s important to get it right. 

In this guide, we’ll break down what a PSC is and how to submit the PSC information for your company. We’ll cover: 

• The definition of a PSC
• The ins and outs of the PSC register and your responsibilities 
• How your PSC information fits alongside the other paperwork you need to submit as part of setting up a limited company.

PSCs explained: what does person with significant control mean?

In the UK, Companies House keeps a register of the people who have a significant level of control over the decisions taken by limited companies. Limited liability partnerships (LLPs), societates Europaeae (SEs), and eligible Scottish partnerships (ESPs) also have PSCs, but we’ll focus here on what to do if you’re setting up or running a limited company. 

PSCs are recorded on the Companies House PSC register. The goal of this register is transparency. Most of the information is available publicly, and it shows who has influence over the company’s management decisions and who benefits financially. This helps to prevent fraud and misuse of funds. 

When you run a limited company, you must disclose the details of your PSCs and keep them up to date. This means you’ll register them when you first set up your company, refresh the details every year, and report any changes as they happen. 

Limited companies need to submit PSC information even if they don’t have employees, shareholders, or a board. If you’re self-employed and decide to operate as a limited company rather than a sole trader, you’ll still need to register yourself as a PSC. 

Now, let’s look at the process in more detail. 

Person with significant control responsibilities 

While PSCs are not required to take an active role in daily management, they do have specific legal responsibilities, including:

• Providing accurate information: PSCs must provide their personal details (such as  name, date of birth, nationality, and residential address) to the company for submission to Companies House.
• Notifying the company of changes: If any of the PSC’s details or their control over the company changes, they must inform the company promptly.
• Ensuring compliance: PSCs must ensure the company records their details correctly in the PSC register and files up-to-date information with Companies House.
• Responding to notices: PSCs are legally required to respond to formal notices from the company requesting PSC information.

PSC criteria: who has significant control? 

What counts as a person with significant control?

While you might hire or appoint people to work in key positions at your company, the question of whether someone has ‘significant control’ is completely based on a set of criteria. You won’t ask someone to serve as a PSC; they’ll have that status automatically if they have a certain amount of control over decisions that affect the company. 

A person is a PSC if: 

• They own more than 25% of the shares in the company 
• They have more than 25% of the voting rights in the company 
• They have the right to appoint or remove the majority of the company’s board of directors.

You only have to fulfil one of these criteria to be a PSC. 

When you’re identifying PSCs, it’s important to recognise that people can have this power directly or on behalf of someone else. 

For example, situations sometimes arise where a person has significant control over the actions of the company’s directors, without serving as a director themselves. They would still be counted as a PSC, even though their influence is ‘indirect’. Companies can also be controlled by trusts of firms without ‘legal personality’. When this happens, all the trustees or members need to be recorded as PSCs. 

Both of these scenarios are complex. If you think they apply to your company, see the full PSC guidance on the UK Government website. 

How to record your PSC information 

When you first set up a company, you’ll have to gather your PSC information and report it to Companies House so they can set up your entry on the PSC register. There are a few steps to this process: 

• Identifying all the PSCs at your company 
• Collecting the personal details of your PSCs
• Giving the PSCs time to object or apply for protections
• Submitting your information. 

Identifying PSCs

As a business owner, you’re responsible for identifying your company’s PSCs. If your business is smaller or newer, this can be very straightforward. For example, all the PSCs might work together in the office with you, or you might be the only PSC. 

For bigger companies, distributed companies, or companies that have existed for longer, it can be more difficult to identify all the people who have control, but you’re still expected to take reasonable steps to do it. 

In these cases, the process will mean going through your company’s financial records and considering legal entities, trusts, and funds as well as individuals. Remember, the criteria are centred around a percentage – 25% of shares or 25% of voting rights – so it’s important to dig down into your records until you can quantify the influence each potential PSC has.  

Recording PSC details

Once you have your list of PSCs, you’ll need to gather their personal details. This includes: 

• Their full legal name 

• Their date of birth 

• Their nationality 
• Their country of residence. PSCs can be based anywhere in the world, but they’ll have to provide a government-issued form of ID and proof of address. 
• Their home address. Here, it’s important to know that their home address won’t be publicly searchable unless it’s also their business address.
• The date they became a PSC. For example, this could be the date they bought their shares or the date they were made a director. 
• The date they were entered onto your company’s PSC records

• The nature of their control. 

You’ll also have to state the level of their shares and voting rights. For the purposes of the PSC register, this is done with categories. In terms of shares and voting rights, PSCs will have: 

• Over 25% up to and including 50%
• More than 50% but less than 75% 
• 75% or more.

Informing PSCs

The next stage is to contact your PSCs. You’ll do this to confirm that you have the correct information, to ask for any details you’re missing, and to inform them that their details are about to be recorded on the public PSC register. This gives them the chance to object before the information is published. 

Sometimes, PSCs can be at risk if their personal information is made widely available. If this is the case, they can apply for protection to Companies House and pay a small fee. If the application is accepted, their details will not be shown on the public register, and companies House will not provide their home address to credit reference agencies. 

Remember, the PSC’s home address is not available on the public register unless it’s also the company’s registered office address. 

Submitting your PSC information 

Once you’ve gathered all your PSC information, you need to keep a copy of it at your business address and send it to Companies House. It’s easiest to do this online. You can register for online filing and do this through your account, or send the information through certain business data software platforms. 

It’s important to know that the timeframe for collecting and submitting your PSC information is quite tight. 

Whenever you make a change to your PSC register – for example, because someone on your board with significant control retires and is replaced by someone new – you have 14 days to update your records. You then have a further 14 days to submit the new information to Companies House. This gives the new PSC time to apply for protection if they feel they need it. 

You’ll also have to refresh your PSC information annually once you’re on the register, even if nothing has changed. This is part of filing your confirmation statement, which tells the government about changes to your company’s directors and secretary, office address, and registered email address, etc., as well as your PSC details. 

Can I leave my PSC information blank? 

One of the most important things to know about your PSC records is that they can never be left blank. Many small business owners have 100% of the decision-making power at their companies. They still have to submit the information. 

Some larger companies have many stakeholders with a moderate level of influence, rather than one person with more than 25% of the shares or voting rights. They still have to return PSC information with a note to explain the circumstances. 

If your PSCs are uncomfortable with being on the register, you have to send your information even if you know they’re going to apply for protection. And if your company is dormant or non-trading, you still have to submit your confirmation statement with your PSC information each year. 

Companies House has an enforcement team and will contact you about your PSC information if you don’t meet the requirements within the timeframe or if you don’t submit a confirmation statement. Failing to provide personal information if you are a PSC, failing to respond to notices about your business’s PSC information or submitting false information are criminal offences in the UK. 

What else to know about setting up a limited company in the UK

If you’re setting up a limited company, your PSCs are just one of the areas you’ll have to document. 

While you might have an idea of who your PSCs will be from early on in the process of setting up your business, the job of identifying them tends to come in the middle. 

Here’s a brief overview of the steps to set up a limited company in the UK: 

• Research your options before deciding to become a limited company. You might find it easier to go self-employed as a sole trader, and then switch to operating as a limited company once you’ve proven your business model. It might also make sense to explore options like social enterprise and business partnership.
• Choose your company name. You have to register your business with a unique name that has not been used by another company and is not trademarked. 
• Appoint directors. Directors oversee the company and are ultimately responsible for making sure it operates within the law and its own rules. You’ll also need a secretary to ensure the company works within the financial, legal and statutory requirements. If you’re the only person in your business, you’ll be the director, and you’ll perform the secretary’s duties too. 
• Identify and inform your PSCs. As we’ve shown, you can identify and collect details from your PSCs once you know how the vote and share percentages at your company are going to break down. 
• Prepare the official documents. Your memorandum of association and articles of association lay out the way the company will operate.
• Register the company. Finally, decide on the SIC code you’ll operate under and register your business at Companies House. You should also let HMRC know that you’ve registered a limited company so you can start paying corporation tax. 

People with significant control: quick summary

All limited companies in the UK have at least one person with significant control, and it’s your responsibility to make sure their details are reported to Companies House so they can be included on the PSC register. 

Anyone with more than 25% voting rights or shares in your company is a PSC, and if they have the power to remove the majority of the board (either directly or indirectly), they’ll need to be added to the register too. 

You’ll collect your PSC information for the first time when you register your limited company for the first time, and then keep it up to date by reporting changes and submitting your confirmation statement each year. 

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