UK PSC Register: Who Are Persons with Significant Control and How to Register Them Correctly

When incorporating or managing a company in the United Kingdom, one of the most significant transparency obligations — and one frequently underestimated by non-resident entrepreneurs — is the correct maintenance and updating of the PSC Register, the register of Persons with Significant Control. Introduced in 2016 under the Companies Act 2006 as amended by the Small Business, Enterprise and Employment Act 2015, the PSC Register is today one of the pillars of the UK's system for combating money laundering and tax evasion within the corporate framework.

With the entry into force of the Economic Crime and Corporate Transparency Act 2023 (ECCTA), obligations relating to the PSC Register have been further strengthened, introducing new identity verification requirements and more severe penalties for non-compliance. For those managing a LTD from Italy or another country, understanding these obligations in detail is not merely a matter of formal compliance: it is an essential condition for maintaining the company's good standing and operating without legal risk.

What is the PSC Register

The PSC Register (Register of Persons with Significant Control) is the mandatory internal register in which every UK company must record information about the individuals or legal entities that exercise significant control over the company. The information contained in the register is transmitted to Companies House, where it becomes publicly accessible via the official database.

The objective of the register is to ensure transparency over the beneficial ownership of British companies — making it impossible to conceal the real control structure behind formal nominees, shell arrangements or opaque structures. It forms part of a broader framework of anti-money laundering measures adopted by the UK in line with the recommendations of the Financial Action Task Force (FATF).

Who is a Person with Significant Control

A person is considered a PSC if they satisfy at least one of the following five conditions:

Condition 1 — Share ownership
Holds, directly or indirectly, more than 25% of the shares in the company. This includes both direct ownership and indirect ownership through other companies or trusts.

Condition 2 — Voting rights
Holds, directly or indirectly, more than 25% of the voting rights at general meetings of the company.

Condition 3 — Right of appointment
Has the right to appoint or remove the majority of the board of directors of the company.

Condition 4 — Significant influence or control
Exercises significant influence or control over the company in another way — for example through shareholders' agreements, management contracts or other mechanisms conferring substantial decision-making power.

Condition 5 — Control through trusts or arrangements
Has the right to exercise, or actually exercises, significant influence or control over the activities of a trust or partnership that itself satisfies one of the preceding conditions in relation to the company.

It is important to note that the conditions apply to both individuals and legal entities (Relevant Legal Entities — RLEs): if a company holds more than 25% of a UK company, the former must be registered as an RLE in the PSC Register of the latter, with the obligation to trace the chain of control upwards to identify the natural persons at the apex.

Mandatory information to be recorded

For each PSC identified, the register must contain the following information:

For individuals:

• Full name
• Date of birth (month and year — the exact day is not made public)
• Nationality
• Country of residence
• Service address (public address) and actual residential address (not made public)
• Date from which the person became a PSC
• Nature of control exercised (which of the five conditions are met)

For legal entities (RLEs):

• Company name
• Registration number and country of registration
• Registered office address
• Register in which it is incorporated
• Nature of control exercised

Update obligations and notification to Companies House

The PSC Register is not a static document: it must be updated promptly whenever changes occur in the company's control structure.

Mandatory timelines:

• The company must notify persons who may be PSCs of its intention to register them, via formal notice
• The PSC has 1 month to respond confirming or correcting the information
• Once the registration is confirmed, the company has 14 days to notify the change to Companies House using the PSC series of forms

What happens when no PSCs can be identified

There are situations where a company is unable to identify any PSC — for example because ownership is fragmented among many small shareholders none of whom exceeds 25%, or because the control structure is particularly complex. In these cases the company does not leave the register blank, but must file one of the following statements:

• PSC08: statement that the company has no persons or entities satisfying the PSC conditions
• PSC09: statement that the PSC investigation is ongoing (used temporarily while the necessary checks are being carried out)

Leaving the register entirely blank without filing an appropriate statement constitutes a breach of legal obligations.

Changes introduced by ECCTA 2023

The Economic Crime and Corporate Transparency Act 2023 has introduced significant changes that directly affect PSCs:

Mandatory identity verification
From 18 November 2025, all new PSCs must verify their identity directly with Companies House before their registration can be completed. PSCs already registered before that date have until 18 November 2026 to complete verification.

Verification can be completed via:

• GOV.UK One Login: the official UK government app with biometric passport chip scanning and facial recognition
• Authorised Corporate Service Provider (ACSP): an authorised provider such as UConsulting can carry out verification on behalf of the PSC even with non-biometric documents and entirely remotely

Strengthened penalties
ECCTA has significantly increased penalties for failure to comply with PSC Register obligations. Failure to complete identity verification within the required timeframe now constitutes a criminal offence for the PSC, as well as for the director responsible for maintaining the register.

Expanded investigation powers
Companies House has received new powers to verify the accuracy of information in the PSC Register and to request supporting documentation for filed statements. Manifestly incorrect or incomplete information may be referred to the relevant authorities.

PSC Register and holding company structures

For Italian entrepreneurs who hold their UK LTD through a holding company — Italian, British or otherwise — the PSC Register requires a more detailed analysis.

If an Italian company holds 100% of a UK LTD, the Italian company is a Relevant Legal Entity (RLE) and must be registered in the PSC Register of the LTD. However, since the objective of the register is to identify the natural persons at the apex of the control chain, Companies House also requires identification of the PSCs of the Italian company — that is, the individuals who control the Italian holding.

In practice this means that:

• If you are the sole shareholder of the Italian holding that controls the UK LTD, you are the ultimate PSC to be registered
• If the Italian holding has multiple shareholders none of whom exceeds 25%, the control chain stops at the RLE with no further individual PSCs to register
• If the structure involves multiple levels (holding → sub-holding → UK LTD), the analysis must trace upwards to the natural persons at the apex of each level

This complexity makes preventive professional advice essential for those intending to use international holding structures.

Public access to PSC Register information

Information in the PSC Register is publicly accessible via the Companies House database. Anyone can freely consult the name, nationality, country of residence, service address, month and year of birth and nature of control of every registered PSC.

The PSC's actual residential address is not made public — it is recorded internally by the company and can only be accessed by competent authorities in specific legal contexts.

It is possible to apply for the suppression of certain information where publication would pose a risk to the PSC's personal safety. Applications are assessed by Companies House on a case-by-case basis and require supporting documentation.

Common mistakes to avoid

• Failing to register a PSC on the grounds that the 25% threshold is not formally reached, while ignoring indirect control through trusts or other companies
• Leaving the PSC Register blank without filing a PSC08 or PSC09 statement, creating a formal breach of obligations
• Failing to update the register within 14 days of a change in the control structure — for example following a share transfer
• Confusing the PSC with the director: these are distinct roles. A director who holds no shares is not automatically a PSC; a shareholder who is not a director may well be a PSC
• Failing to complete ECCTA identity verification by 18 November 2026 for already-registered PSCs, creating exposure to criminal penalties
• Failing to correctly analyse the control chain in the case of international holding structures

FAQ

Who must be registered in the PSC Register of a UK LTD?
Every individual who satisfies at least one of the five conditions of significant control must be registered: holding more than 25% of shares or voting rights, having the right to appoint or remove the majority of the board, exercising significant influence or control over the company, or exercising such control through a trust or arrangement. If no person satisfies these conditions, a PSC08 statement must be filed.

Is a director who holds no shares in the company a PSC?
Not automatically. A director without a shareholding does not satisfy conditions 1 and 2 (ownership and voting rights). However, they may be a PSC if they have the contractual right to appoint or remove the majority of the board (condition 3) or if they exercise significant control for other reasons (condition 4). Each case must be analysed individually.

What happens if I fail to update the PSC Register within the required timeframe?
Failure to update within 14 days of a change constitutes a legal breach for both the company and the responsible director. Penalties may include fines and, in more serious cases under the new ECCTA rules, criminal proceedings. Companies House may also initiate investigation procedures into the accuracy of the register.

Is the information in the PSC Register genuinely public?
Yes — name, nationality, country of residence, service address, month and year of birth and nature of control are freely accessible to anyone on the Companies House portal. The actual residential address is not made public. Suppression of certain information can be requested in specific cases involving personal safety risk.

If I hold my UK LTD through an Italian company, who is the PSC?
The Italian company is registered as a Relevant Legal Entity (RLE). Companies House then requires tracing the control chain up to the natural persons at the apex: if you are the sole shareholder of the Italian company, you are the ultimate PSC of the UK LTD. If the structure is more complex, a specific analysis of the control chain is required to correctly identify all PSCs.