PSC declarations, explained by the people who file them.
Who really counts as a Person with Significant Control — the five statutory conditions, the look-through rules for nominees and trusts, and the quiet mistakes that follow a UK company through every future bank and payment application.
The PSC declaration is the shortest section of the incorporation form and, filing for filing, the one that causes the most damage when it is wrong. It is the first field a UK bank compares against your onboarding pack. It is the field a payment processor freezes an account over. It is the field HMRC will one day match against the beneficial ownership data it receives under international information-exchange agreements. Get it right at incorporation and it fades into the background of a healthy company. Get it wrong — even harmlessly — and it quietly follows the company through every future application it ever makes.
- PSC status is defined by five statutory conditions — meeting any one is enough.
- Ownership and voting rights are declared in three bands: 25–50%, 50–75%, 75%+.
- A director is not automatically a PSC; a non-director shareholder often is.
- Nominee, trust and holding company structures must be looked through to the humans behind them.
- Every material change must reach Companies House inside 28 days end to end.
- Every UK bank and payment processor reads the PSC register during onboarding.
Why PSC is the filing banks read first
The PSC regime was legislated into Part 21A of the Companies Act 2006 and has been operational since April 2016. Politically, it was the UK's answer to a decade of pressure — from journalism, from the OECD and from the Financial Action Task Force — to make the human beneficial owners of companies visible. Practically, it replaced a landscape in which UK companies could sit inside layers of nominee shareholders and non-resident directors with no legal duty to disclose who was actually in charge.
A decade on, the PSC register has become the single most important line of data on a new UK company. It is the file a compliance officer opens before your business plan. It is the field that Wise, Revolut Business, Airwallex, Stripe, Payoneer and every UK high-street bank pull automatically as part of onboarding. It is what HMRC increasingly cross-checks against beneficial ownership information exchanged under the OECD Common Reporting Standard and the UK's bilateral treaties. Because it is read by so many parties — some of them algorithmically — a small inaccuracy has a cost out of all proportion to the effort of fixing it before filing.
The rest of this article is written for the founder who wants to file it correctly the first time, not the fifth. If you are still deciding your incorporation basics, our full guide on forming a UK company as a non-resident sits alongside this one.
What a PSC actually is — the five statutory conditions
A Person with Significant Control is any individual (or, in limited cases, any Relevant Legal Entity) who meets one or more of the following five conditions in relation to the company. The tests are cumulative, not alternatives — you apply all five and record everyone who satisfies any of them.
- Direct or indirect ownership of more than 25% of the shares. The classic test. Direct ownership is the share register. Indirect ownership means ownership through a chain of entities that, when multiplied through, gives the individual an effective interest greater than 25%.
- Direct or indirect control of more than 25% of the voting rights. Independent of the share ledger. Weighted voting shares, shareholders' agreements and dual-class structures can make voting rights diverge sharply from economic ownership.
- The right, directly or indirectly, to appoint or remove a majority of the board of directors. This is a contractual test. It can be conferred by a shareholders' agreement, an investor rights letter or the articles of association themselves, and it applies whether or not the right has ever actually been exercised.
- The right to exercise, or the actual exercise of, significant influence or control over the company. The catch-all. It picks up rights and patterns of behaviour that amount to control even where none of the first three percentage-based tests is met. Statutory guidance issued alongside the Act sets out how it is applied in practice; we return to it in section six.
- The right to exercise, or the actual exercise of, significant influence or control over the activities of a trust or firm which itself meets any of conditions 1–4 in relation to the company. This is the look-through rule for shares held on trust or through partnerships. It pulls the analysis up to the level of the trust or firm and requires the controlling humans there to be named.
The individual test is disjunctive: meeting any one condition makes the person a PSC. The company test is conjunctive: to confirm the register is complete, you must apply all five to every candidate and be able to justify the outcome for each.
The 25 / 50 / 75 percent bands
The register does not record precise percentages. It recordsbands, and each band is declared separately for ownership and for voting rights. This distinction confuses founders more often than it should — a person can sit in a higher band on one axis than the other, and both must be declared.
| Band | Shares | Voting rights |
|---|---|---|
| Lower | More than 25% and up to 50% | More than 25% and up to 50% |
| Middle | More than 50% and up to 75% | More than 50% and up to 75% |
| Upper | More than 75% | More than 75% |
Sitting exactly at a band boundary — 25%, 50%, 75% — is a common source of error. Read the thresholds literally: the lower band starts at more than 25%, not at 25%. A holder of exactly 25% is not a PSC on either percentage test.
When to list a company (RLE) instead of a human
The PSC regime is ultimately about humans, but it allows one structural intermediary: the Relevant Legal Entity, or RLE. If the entity immediately above your UK company is itself subject to the PSC regime — broadly, another UK company or LLP, or a body with voting shares admitted to trading on a regulated market with equivalent disclosure — you record that entity as an RLE on your company's PSC register and stop.
The rule works because the human beneficial owners are already recorded at the level of the RLE. You are not hiding them — anyone can traverse the chain from your company up to the RLE and then read the RLE's own PSC filings.
Where this rule does not apply is where the entity immediately above your company is an ordinary overseas company with no equivalent public disclosure — a Delaware LLC, a UAE free-zone company, a BVI holding company. Those are not RLEs. You must look through them to the individuals behind them and declare those individuals directly. This is the single most common structural error we correct on companies formed by general-purpose incorporation services.
Nominees, trusts and family arrangements — the look-through rules
The PSC regime is deliberately hostile to arrangements that hide the human owner behind a legal wrapper. Three arrangements come up repeatedly and each has its own look-through rule.
Nominee shareholders
A nominee holds legal title to shares on behalf of an underlying beneficial owner. The nominee is not the PSC — the beneficial owner is. Naming the nominee company on the register (which some offshore agents do routinely) is not a middle-ground compromise; it is a false declaration, and one that both banks and Companies House now specifically look for.
Trusts
Where shares are held on trust, condition 5 requires the analysis to be pulled up to the trust itself. The question is not who legally owns the shares, but whocontrols the trust that owns them. In a revocable trust during the settlor's lifetime, that is normally the settlor. In an irrevocable discretionary trust, it may be the protector or the trustees acting as a body. The individuals identified become PSCs of the underlying UK company.
Family and joint arrangements
Where two or more people hold shares under an arrangement to exercise their rights jointly — a shareholders' agreement, a family constitution, or even an informal but consistent voting pattern — the regime treats them as a single voting block for the purposes of the 25% / 50% / 75% thresholds. Each participant is separately entered on the register, and each is treated as holding the aggregate of the block.
'Significant influence or control' — the fourth condition
Condition 4 is the least mechanical of the five and the one that requires the most judgement. Statutory guidance published under section 790C of the Act gives worked criteria; the essence is that a person may be a PSC on this ground even without owning a single share, if they have — or actually exercise — the kind of influence a controlling shareholder would have.
Rights that typically create it
- Veto rights over the annual business plan or budget.
- Veto rights over changes in the nature of the company's business.
- Rights to appoint or replace the CEO, CFO or a majority of senior management.
- Rights to approve major acquisitions, disposals or capital raises.
Behaviours that typically create it
- A founder, patriarch or family principal whose recommendations are habitually adopted by those who take the formal decisions.
- A former director who has resigned but continues to direct strategy through informal channels.
- A lender, licensor or master franchisee whose approval is required for material decisions in practice.
The guidance is careful to exclude ordinary commercial protections — a bank's covenants, a landlord's consent right on assignment, an auditor's opinion on the accounts — which are characterised as safeguards rather than control. The line between a safeguard and a control right is a judgment call, and where it is close, the safer answer is to declare and be seen to declare.
Worked examples: five real ownership shapes
1. Solo non-resident founder holding 100%
One PSC. Ownership band: 75%+. Voting-rights band: 75%+. Country of residence is irrelevant to the test. This is the default shape for the vast majority of UK companies we incorporate for international founders.
2. Two founders holding 50 / 50
Two PSCs. Each in the 25–50% band on both ownership and voting rights. Neither is "the" majority; both are declared in parallel. If a shareholders' agreement gives one of them a casting vote, tie-breaking authority or a right to appoint the majority of the board, that founder will additionally satisfy condition 3 or 4 and their entry expands accordingly.
3. Founder holds 76%, operator holds 24%
One PSC on percentage tests: the 76% founder, in the 75%+ band. The 24% operator is not a PSC on conditions 1 or 2. If, however, the operator has been granted a right to appoint two of three directors, or a veto over the business plan, they satisfy condition 3 or 4 and are added — with the "nature of control" language chosen from the statutory wordings.
4. A UK holding company owns 100% of the trading company
The trading company's PSC register lists the holding company as a Relevant Legal Entity. Because the holding company is itself subject to the PSC regime, the humans behind it are recorded at that level. You do not restate them on the trading company.
5. A Dubai free-zone company owns 100% of the UK company
The free-zone company is not an RLE. You look through it to the individuals who ultimately control it, and you declare those individuals as PSCs of the UK company. The free-zone company is not entered on the PSC register.
6. Shares held by a family discretionary trust
The trust is not the PSC — condition 5 pulls the analysis up. The trustees, as a body, are usually the PSC; where a protector has power to remove trustees, the protector is separately a PSC. Where the settlor retains a power of revocation during lifetime, the settlor is a PSC.
How PSC is filed — at incorporation and afterwards
The PSC declaration is not a separate filing at the start of a company's life. It is a block within the incorporation form (IN01, or its electronic equivalent). At that point the company confirms both the identity of every initial PSC and — for each of them — which of the five conditions is satisfied, and, where relevant, which band applies.
After incorporation the duties split into three:
- The company's own PSC register, kept internally at the registered office (or at a single alternative inspection location filed with Companies House). It must always be up to date and never blank — where analysis is in progress, prescribed statements are used in the interim.
- Event-driven filings at Companies House whenever information changes: PSC01 to notify a new PSC, PSC04 to notify a change to an existing PSC's details, PSC07 to notify that someone has ceased to be a PSC, and equivalent forms for RLEs.
- The annual confirmation statement, which re-confirms that the register is accurate as at the review date. This is not an opportunity to update — updates must have already been filed under (2).
From October 2024 the Economic Crime and Corporate Transparency Act tightened these duties: PSC information is verified against the identity of the individual through the Companies House identity verification regime, and false or reckless statements attract significantly enhanced criminal penalties. If you have not yet completed your director and PSC identity checks, our Companies House Identity Verification service handles both together.
Ongoing duties: 14 days, confirmation statements, updates
The PSC duty is not a one-off. It is a live obligation, and the statutory clocks are short.
- 14 days to update the company's own PSC register once a change is known.
- A further 14 days to file the corresponding form at Companies House. Total window from event to public filing: 28 days.
- Every year, the confirmation statement re-affirms the position — and, if unchanged, does so explicitly.
Missing a window is a criminal offence for the company and every officer in default. In commercial terms the more painful consequence is that the mismatch shows up during periodic bank reviews and, increasingly, during automated re-verification by payment processors. An account that has operated cleanly for three years can be frozen because the register was not updated when a shareholder crossed the 25% threshold on a small buyback.
The mistakes we see every week
How your PSC declaration shapes banking outcomes
When a UK bank, EMI or payment processor onboards a company, their compliance stack pulls the Companies House record before it reads a single line of your application. The PSC section is not one input among many — it is the anchor. Every subsequent document is compared back to it.
Three specific patterns quietly produce most non-resident bank rejections we see:
- The applicant is not on the PSC register.The person filling in the account application is not named at Companies House. Even if they are the true owner via an unrecorded nominee, the mismatch reads as concealment.
- An RLE has been named that is not actually an RLE.A foreign parent is listed instead of being looked through. This is not just a filing error — it invites a KYC officer to conclude that beneficial ownership has been obscured.
- The band and the shareholder register disagree.A 100% founder declared in the middle band. A 60% founder declared in the top band. Trivial to correct, but read by the underwriter as inattention to compliance.
The remedy is upstream: file it accurately the first time. If you want an advisor to review the PSC block before you file, or you have inherited a company where the register does not match the true ownership, our team handles this as part of our Business Banking Assistance engagement, and standalone as part of our formation packages.
Frequently asked questions
What does 'PSC' actually stand for and why does it exist?+
PSC stands for Person with Significant Control. The regime was introduced in 2016 to make the ultimate human beneficial owners of UK companies visible on a public register, replacing decades of opaque nominee structures. The declaration is not a tax filing — it is a transparency filing, and Companies House, HMRC, banks and payment processors all read it.
Is a director automatically a PSC?+
No. Directorship and PSC status are separate concepts. A person is a PSC only if they meet one of the five statutory conditions — typically holding more than 25% of shares or voting rights, or exercising significant influence or control. A director with no shares and no controlling influence is not a PSC. A shareholder who is not a director can still be a PSC.
What are the five conditions that make someone a PSC?+
Directly or indirectly: (1) holding more than 25% of the shares; (2) holding more than 25% of the voting rights; (3) holding the right to appoint or remove a majority of the board; (4) having the right to exercise, or actually exercising, significant influence or control over the company; or (5) exercising that influence or control over the activities of a trust or firm that itself meets any of conditions 1–4. Meeting any one of the five is enough.
What are the exact percentage bands I have to declare?+
Ownership and voting-right holdings are declared in three bands: more than 25% up to 50%, more than 50% up to 75%, and more than 75%. You do not disclose an exact percentage on the public register — only the band. The band must be updated within 14 days if control changes.
Can a company or LLP be listed as the PSC instead of a human?+
Only if it is a Relevant Legal Entity (RLE) — broadly, a UK company or LLP that is itself subject to the PSC regime, or a body with voting shares admitted to trading on a regulated market with equivalent disclosure. Where an RLE sits above your company, you list the RLE. Where the parent is an ordinary overseas company that is not an RLE, you look through it to the humans behind it.
I am a non-UK resident sole founder — am I a PSC?+
Almost always yes. A single founder who holds 100% of the shares of a newly formed UK Limited Company sits in the 75%+ band on both ownership and voting rights. Country of residence is irrelevant to the test. You declare yourself as an individual PSC on incorporation.
What if two founders own 50/50?+
Both are PSCs. Each holds more than 25% up to 50% of shares and voting rights, so each satisfies conditions 1 and 2 and is declared in that middle band. Neither is 'the' controller — the register accepts two individual PSCs in parallel.
What if the shareholding is 76/24?+
Only the 76% holder is a PSC on ownership (75%+ band). The 24% holder is not a PSC on either of the percentage tests. They can still become a PSC if they satisfy the board-appointment right, the significant-influence test, or a shareholders' agreement gives them veto rights that amount to control.
What does 'significant influence or control' really mean?+
It is the catch-all fourth condition and it is broader than most founders realise. It captures rights — usually granted through the articles, a shareholders' agreement or an investment document — to direct or veto material decisions such as adopting the business plan, appointing senior management, or changing the company's activities. It also captures actual patterns of behaviour where a person's recommendations are habitually adopted by those who take formal decisions.
What if my shares are held by a nominee?+
You look through the nominee. The beneficial owner behind the nominee arrangement is the PSC, not the nominee company. Failing to look through — and simply naming the nominee on the register — is one of the most common structural errors we correct on inherited companies, and it is one banks specifically test for during onboarding.
How do trusts and family arrangements affect PSC status?+
Where shares are held on trust, condition 5 pulls the analysis up to the level of the trust. The individuals who control the trust — typically the settlor while the trust remains revocable, and otherwise the trustees or protector — become PSCs of the underlying company. Family investment companies and discretionary trusts need to be mapped carefully; the public register still requires a human name.
When is 'no PSC' the correct answer?+
Rarely, but it happens. If genuinely no individual and no RLE meets any of the five conditions — for example a widely-held company with many small shareholders and no controlling agreement — you can file a positive statement that the company has no registrable PSC. 'No PSC' is not a shortcut to avoid the analysis; it is the outcome of the analysis.
How quickly must PSC changes be recorded and filed?+
You have 14 days to update the company's own PSC register when a change happens, and a further 14 days to notify Companies House. Missing these windows is a criminal offence for the company and every officer in default, and banks routinely flag inconsistent PSC data during periodic reviews.
Do banks and payment processors verify the PSC declaration?+
Yes, and this is where poor PSC filings quietly cost founders the most. Every UK bank, EMI, Wise, Revolut Business, Stripe, Airwallex, Payoneer and most acquirers pull the Companies House PSC record as part of onboarding. Mismatches between what the applicant says and what the register shows — even innocent ones — are treated as a KYC red flag and often result in refusal without appeal.
Is PSC information public?+
The person's full name, month and year of birth, nationality, country of residence, the nature of their control and a service address are public. The full date of birth and the residential address are held by Companies House but are not disclosed on the public register — which is exactly why we file a service address for every director and PSC we onboard.
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