PSC Register Entry (England & Wales)

A PSC Register Entry in the United Kingdom governs the relationship between shareholders and the company and the terms on which equity is held, issued, or transferred, and is governed by the Companies Act 2006.

The legal foundation for the PSC regime is Part 21A of the Companies Act 2006, comprising ss.790A to 790ZG, as inserted by ss.81–83 of the Small Business, Enterprise and Employment Act 2015 and as further amended by the Economic Crime (Transparency and Enforcement) Act 2022 and the Economic Crime and Corporate Transparency Act 2023. The detailed procedural requirements are set out in the Register of People with Significant Control Regulations 2016 (SI 2016/339). Every company registered at Companies House — including private limited companies (Ltd), public limited companies (PLC), and limited liability partnerships (LLP) — must comply with the regime.

A person qualifies as a PSC if they meet one or more of the five conditions set out in s.790C of the Companies Act 2006: holding more than 25% of shares; holding more than 25% of voting rights; holding the right to appoint or remove a majority of the board of directors; exercising significant influence or control over the company; or exercising significant influence or control over a trust or firm that itself meets one of the other conditions. The PSC register entry documents which of these conditions applies and in what band — a precision that is important, because the nature of control categories on the Companies House register are granular: 25%–50%, 50%–75%, or more than 75% for shares and voting rights.

From March 2024, under reforms introduced by the Economic Crime and Corporate Transparency Act 2023, Companies House has enhanced identity verification requirements for PSCs, requiring all new PSC filings to be accompanied by identity verification. This represents a significant tightening of the regime, driven by concerns about the accuracy of self-reported information on the Companies House register and the potential for the corporate system to be misused for money laundering or other financial crime. The PSC register is publicly searchable at find-and-update.company-information.service.gov.uk, with only the PSC's residential address protected from public view under s.790ZD of the Companies Act 2006.

The legal framework governing the PSC Register Entry (England & Wales) in United Kingdom draws on several key statutes and regulatory bodies. Under the Companies Act 2006, Companies House maintains the register of UK companies. Section 386 of the Companies Act 2006 sets accounting record obligations. The Competition and Markets Authority (CMA) enforces the Consumer Rights Act 2015. The Financial Conduct Authority (FCA) regulates financial services under the Financial Services and Markets Act 2000. The High Court of Justice has jurisdiction under the Senior Courts Act 1981. Parties executing a PSC Register Entry (England & Wales) in United Kingdom should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Companies Act 2006 sets the foundational requirements.

A PSC Register Entry is needed on every occasion when a company's PSC register must be updated, which the law divides into three distinct scenarios. First, when a new PSC is identified — meaning a person who was not previously registered now meets one or more of the PSC conditions under s.790C of the Companies Act 2006. This happens most commonly when new shares are issued taking a shareholder above the 25% threshold, when existing shares are transferred between parties causing a concentration of ownership, when a restructuring changes the voting rights attached to shares, or when a new shareholder agreement grants rights to appoint or remove directors. In each case, the company must update its PSC register and file form PSC01 (individual) or PSC02 (RLE) at Companies House within 14 days of the date the company enters the information in its own register.

Second, when the details of an existing PSC change. The most common changes are: a change of name (for example, following marriage or deed poll); a change of service address or residential address; a change in the nature of control (for example, if a shareholder increases their holding from 30% to 60%, moving from the 25%–50% band to the 50%–75% band); or a change in the particulars of a relevant legal entity PSC (for example, if the RLE changes its registered name or legal form). In each case, the PSC must notify the company within one month of the change under s.790G of the Companies Act 2006, and the company must update its register and file form PSC04 or PSC06 within 14 days.

Third, when a PSC ceases to hold significant control — meaning they no longer meet any of the PSC conditions. This happens most commonly when shares are transferred or sold reducing the shareholding below 25%, when voting rights are re-allocated, when the PSC loses the right to appoint or remove directors, or when the PSC dies or (for a legal entity) is dissolved. The PSC or their representatives must notify the company of the cessation, and the company must file form PSC05 (individual) or PSC07 (RLE) within 14 days. Following cessation, the company must consider whether any other person now meets the PSC conditions and, if so, begin the identification and notification process afresh.

In addition, every company should review its PSC register at regular intervals — at least annually, for example at the time of the annual confirmation statement filing — to confirm that the information held remains accurate and reflects the current ownership and control structure of the company. As corporate structures change over time, PSC registers can become stale if not actively maintained, and an inaccurate PSC register exposes the company and its officers to criminal liability.

A complete PSC Register Entry for England and Wales contains six key elements. The first is full company identification — the company's registered name, Companies House registration number, and registered office address. These details must precisely match those held on the Companies House register, and the PSC register itself must be kept at the company's registered office or at its Single Alternative Inspection Location (SAIL) notified to Companies House under s.790N of the Companies Act 2006.

The second element is the type of notification — whether this is a new PSC entry (PSC01/PSC02), a change of details (PSC04/PSC06), or a cessation entry (PSC05/PSC07). The form of the register entry and the Companies House form required vary according to the type of notification, so precision here is essential.

The third element is the PSC type — whether the PSC is an individual (natural person), a relevant legal entity (RLE), or an other registrable person. For individuals, the register entry must record the full name, any former names used for business purposes in the preceding 20 years, service address (public), residential address (protected under s.790ZD), country of residence, nationality, date of birth (month and year public; day protected), and the nature of control. For RLEs, the register entry must record the entity's registered name, registered or principal office, legal form, governing law, and registration number in its home registry. For other registrable persons, similar entity-level information applies.

The fourth element is the nature of control — which of the five PSC conditions are met, and in which band for shares and voting rights. The nature of control categories prescribed by the Register of People with Significant Control Regulations 2016 are specific and must be recorded using the prescribed language: 'owns 25% or more but not more than 50% of shares', 'owns more than 50% but not more than 75% of shares', 'owns more than 75% of shares', and equivalent categories for voting rights and the other conditions. A PSC may simultaneously meet multiple conditions — for example, owning more than 75% of shares and also holding the right to appoint or remove directors — and all applicable conditions must be recorded.

The fifth element is the notification dates — the date on which control was first acquired or the PSC conditions were first met, and the date on which the PSC confirmed their particulars to the company. These dates determine when the 14-day filing deadline runs and are important evidence of the company's compliance with its duties under s.790D and s.790M of the Companies Act 2006.

The sixth element is the certification and signature — the authorisation of the director or company secretary to make the entry, their confirmation that the information has been received from the PSC, and their signature as evidence of the accuracy of the register. The PSC register must be kept accurate and up to date at all times; maintaining a false or incomplete PSC register is a criminal offence under s.790O of the Companies Act 2006, carrying an unlimited fine and a daily default fine for the company and every officer in default. The forms-legal.com PSC Register Entry (England & Wales) template covers the mandatory elements under Companies Act 2006.