PSC register requirements without the guesswork

The sentence I used to say, and the one I had not read

More than 25 per cent of the shares or voting rights. That is how I described a person with significant control for years, and it is how GOV.UK describes it when you register a company, where the wording is that this could be anyone with more than 25 per cent of the shares or voting rights.

Yet it is not the rule in full.

I had it wrong for 4 years while sounding certain about it, which is the part that bothers me.

Detail lives in guidance produced by the Department for Business and Trade with Companies House, dated November 2025 and revised in March 2026.

I went looking for it while writing this.

On page 1 there was a sentence I had never once quoted to anybody in 4 years: "These requirements introduce legal duties. Those failing to comply could be committing a criminal offence and could receive a fine, imprisonment, or both."

Somewhere along the way I assumed a form field with a percentage in it was a form field. My first attempt at explaining this subject to a client took 2 minutes and left out everything that mattered.

For years I treated the psc register requirements as an administrative field on a form. The guidance treats them as a legal duty with a criminal sanction attached, and the distance between those 2 readings is the whole reason this piece exists.

What the 25 per cent line is good for

For a company with 2 founders holding 50 per cent each, the person with significant control 25 percent test does everything you need.

Both are above the line and both go on the register.

Clean answer, and it holds for most of the 5.4 million companies on the register.

Nobody has to think about it again until the shareholding actually moves, which for a great many companies is never, and that is the reason the short version of this rule has survived so long in conversation despite being incomplete.

The same is true of a single shareholder company, which is most of them. One person owns 100 per cent, one entry goes on the register, and the answer took 4 seconds.

A company limited by shares needs at least 1 shareholder, who can also be a director, and there is no maximum number of shareholders. If you are the only one, you own 100 per cent of the company.

So for a great many companies the familiar test is the whole answer, and I am not going to pretend otherwise to make this piece feel more useful.

A share can carry any price. GOV.UK suggests choosing a low value, for example 1 pound, to limit the shareholders' liability to a reasonable amount, because shareholders have to pay for their shares in full if the company has to shut down.

Where it stops being enough

The moment the ownership stops being a straight split, the shareholding number is no longer the only question. Voting rights can sit apart from shares. Control can be exercised through other arrangements. Ownership can run through another entity rather than a person.

The guidance says who it is written for: it is "directly addressed to you if you are, or will be, a director or secretary of a company", among several other roles.

Read the source, not a summary of 5 pages.

Reproducing a list of conditions I have not read line by line is not something I will do of conditions I have not read line by line, because that is exactly how a summary of 5 conditions becomes wrong and then gets repeated by somebody who trusted it.

What I will say is where to look, and that the guidance is addressed directly to directors, secretaries, designated members of an LLP, general partners of an eligible Scottish partnership, advisers and authorised corporate service providers, which is a wider audience than most people expect for a form field.

If your ownership is anything other than people holding shares directly, read the guidance itself rather than a summary of it. That includes this piece, which is a summary of a summary.

How I answer this now

I ask 1 question first: does anybody hold their stake through something other than shares held directly in their own name.

That 1 question sorts almost everybody in under 5 minutes.

If the answer is no, the familiar line does the job and we are finished in under 5 minutes, which covers the large majority of the companies I see.

If the answer is yes, I stop giving an answer at all and say so, because the honest position is that the conditions for those cases are set out in a document I have not read closely enough to restate, and a confident summary from me would be worth less than the reader's own hour with the guidance.

That feels like a poor service to offer somebody who has asked a simple question. I have decided I would rather offer it than the alternative, and I am recording the reasoning here so that the next person who asks can see why the answer is short.

An aside about when this actually happens

People with significant control get confirmed during registration. Before the company legally exists, in the same session as the name and the registered office.

That timing surprises people who expect ownership questions to arrive later, once there is something to own, and it means the PSC answer gets given at the least considered moment in the whole process, by somebody who is mostly thinking about whether the name is available.

I keep thinking about that ordering, and about the 20 minutes it all happens in. The question with a criminal sanction behind it is asked in the same 20 minutes as the question about what colour the share certificate is. Anyway, back to the requirements themselves.

I would guess that half the PSC entries I have corrected began with somebody answering that question in a hurry. It is a guess.

What happens when the answer changes

Only a short list of changes can travel on the statement to 5 things: the SIC code, the statement of capital, the trading status of shares, an exemption from reporting PSC information, and shareholder information.

Read those 5 items carefully before you rely on them. It carries an exemption from reporting that data. It does not carry a change to the people themselves.

So psc filing changes go through their own forms rather than riding along with the annual statement, and I had that wrong for a while, which cost a client several weeks of a register showing an ownership position that had already moved.

The old entry does not disappear when the new one arrives either. The superseded version stays on the public record next to the current one, which is a feature of the register rather than an error in it, and it means a badly handled change is visible permanently rather than temporarily.

I have gone back and corrected 3 client notes since reading the guidance properly, which is the sort of correction nobody thanks you for.

Identity verification sits in front of all of it now

Rules on identity verification companies house now enforces apply before certain filings will go through. Verification runs through GOV.UK One Login, you do it once, and you receive a personal code.

Every director needs their own code. A biometric passport from any country is accepted, an expired passport is not accepted at all, and 1 email address can serve only 1 identity, so a shared company mailbox will carry exactly 1 person.

An Authorised Corporate Service Provider can verify somebody on their behalf, meaning an accountant, a solicitor or another professional supervised for anti money laundering purposes. That same category of provider appears in the PSC guidance as one of its named audiences, which tells you something about who the rules now expect to be involved.

My instinct is that this is the change most likely to catch a company owned from abroad in the next 2 years, and I would not defend that as more than an instinct.

It still bothers me that the two changes landed close together.

What I still cannot tell you

I do not know how many companies have a PSC entry that is wrong today. Nothing published measures it, and I have looked for a figure twice.

My suspicion is that most wrong entries are stale rather than dishonest, sitting on companies where somebody sold a stake in 2023 and nobody filed anything. I would not bet more than a coffee on it.

I also cannot tell you where the boundary sits in the harder cases, because I have read perhaps 3 pages of the detailed guidance properly and I am not going to summarise a document I have skimmed. That would be the same mistake as the one that started this piece, made with more confidence.

What I am sure of is smaller and more useful. The 25 per cent line answers most companies. The answer is given at registration, before anybody has had time to think. Changes need their own filing, the old entry stays visible, and behind all of it sits a sentence about a criminal offence that I had never read until I went looking.

Whether that sentence belongs in a note to clients is something I have turned over belongs in a note to clients and I still do not know. It is accurate and it is frightening, those both of those are hard to hold in one paragraph, and I find it hard to write the paragraph at all without sounding either careless or alarmist. I have not solved that, and I am no longer sure it can be solved by wording.

I am no longer sure the shortest answer to this question is the honest one, and that is where I have got to after a day on it.