In a continued effort to tackle economic crime and increase corporate transparency, the UK Government has made important updates to the rules around the Register of People with Significant Control (PSC). Originally introduced under the Small Business, Enterprise and Employment Act 2015, the PSC regime has been in place since 6 April 2016. However, the Economic Crime and Corporate Transparency Act 2023 (ECCTA) has now significantly strengthened these requirements.
What is a PSC?
A Person with Significant Control (PSC) is someone who has a major influence or control over a company. According to the Companies Act 2006 (as amended), a PSC is an individual who meets one or more of the following conditions:
-
Holds more than 25% of shares in the company;
-
Holds more than 25% of voting rights in the company;
-
Has the right to appoint or remove the majority of directors;
-
Exercises significant influence or control over the company;
-
Has significant influence or control over a trust or firm that meets any of the above conditions.
These conditions cover both direct and indirect influence, whether through shareholders’ agreements, voting arrangements or other mechanisms.
Key Changes from 2024–2025
1. Central Register Only
As of 4 March 2024, most UK companies and Limited Liability Partnerships (LLPs) are no longer required to keep their own PSC register. Instead, all PSC information must be filed directly with Companies House, which will act as the single, central and publicly accessible register.
2. Event-Driven Reporting
Rather than updating PSC details annually, companies are now required to:
-
Update any changes to PSC information within 14 days, and
-
Confirm those changes with Companies House within a further 14 days.
This ensures that the information held by Companies House remains accurate and up to date at all times.
3. Identity Verification (Coming in 2025)
From early 2025, all new PSCs will be required to verify their identity through Companies House. This new requirement is being introduced to:
-
Prevent the misuse of false identities in company ownership,
-
Improve trust in the information held on the public register.
A 12-month transition period will apply for existing PSCs to complete verification. Failure to do so may lead to enforcement action.
What Information Is Publicly Available?
The following PSC details must be submitted to Companies House:
-
Full name;
-
Service address;
-
Country or state of residence;
-
Date of birth (only the month and year will be publicly visible);
-
Nature of control (e.g., shareholding, voting rights, etc.);
-
The date the individual became a PSC.
The individual’s usual residential address will be collected but will not appear on the public register.
Protections for Individuals at Risk
If a PSC, or someone living with a PSC, is at serious risk of harm due to their details being made public, they may apply for protection under the Companies House protection regime.
This regime now offers:
-
Suppression of residential addresses;
-
Suppression of day of birth;
-
Protection where there is a serious risk of violence or intimidation.
Penalties for Non-Compliance
There are serious consequences for failing to comply with PSC requirements:
-
Companies, officers and PSCs can face criminal sanctions, including unlimited fines and up to two years’ imprisonment.
-
A company may also issue restrictions on a non-cooperative PSC, including loss of voting rights and barriers to share transfers.
What Should Companies Do Now?
To ensure compliance with the latest requirements, companies should:
-
Review and confirm the accuracy of PSC details currently filed at Companies House;
-
Put systems in place to identify and report changes within the 14-day deadline;
-
Prepare for mandatory identity verification in 2025 by ensuring contact details and PSC records are up to date;
-
Consider whether any PSCs may require protection from disclosure and apply accordingly.
Need Support?
DTM Legal’s Corporate and Commercial team is on hand to support you in meeting your obligations under the PSC regime and ensuring full compliance with Companies House reforms. If you require guidance on ownership structures, corporate governance, or reporting requirements, please get in touch with our team.
For further information or to discuss reviewing your corporate structures contact Ed Barnes, Head of Corporate & Commercial on 01244 354 829 or by email edward.barnes@dtmlegal.com.
