Beneficial Ownership Register and PSC Requirements

The beneficial ownership register (formally known as the register of people with significant control, or PSC register) is a record that every UK company must maintain. It identifies the individuals who ultimately own or control the company. The register was introduced on 6 April 2016 under the Small Business, Enterprise and Employment Act 2015 and is a key part of the UK’s corporate transparency framework.

For a detailed guide on who qualifies as a PSC, see People with Significant Control .

Who Must Keep a PSC Register

All UK registered companies (private and public), LLPs and unregistered companies must maintain a PSC register. Listed companies on a regulated market are exempt because they are subject to separate disclosure requirements under the Disclosure Guidance and Transparency Rules (DTR 5).

Who is a Person with Significant Control

A PSC is an individual who meets one or more of the following conditions:

Condition	Threshold
Shareholding	Holds directly or indirectly more than 25% of the company’s shares
Voting rights	Holds directly or indirectly more than 25% of the company’s voting rights
Appointment rights	Has the right to appoint or remove a majority of the company’s directors
Significant influence or control	Exercises or has the right to exercise significant influence or control over the company
Trust or firm control	Has the right to exercise significant influence or control over a trust or firm that itself satisfies any of the above conditions

Relevant Legal Entities (RLEs)

If the significant control is held through a corporate body (rather than an individual), the company must determine whether that entity is a relevant legal entity (RLE). An RLE is a legal entity that:

Is subject to its own PSC disclosure requirements (e.g. another UK registered company)
Is listed on a regulated market, or on certain specified markets

If the intermediary entity is an RLE, it is recorded in the PSC register in place of the individuals behind it. If it is not an RLE, the company must look through the entity to find the individual PSCs.

Information Recorded in the Register

The PSC register must contain the following details for each PSC:

Field	Detail
Name	Full name of the individual
Date of birth	Month and year shown on the public register (full date held by the company)
Nationality	Current nationality
Country of residence	Country where the PSC usually lives
Service address	An address for correspondence (can be “The company’s registered office”)
Residential address	Kept by the company but not shown on the public register
Nature of control	Which of the five conditions are met and the extent (e.g. “holds 25% to 50% of shares”)
Date control began	When the individual became a PSC

Percentage Bands

Shareholding and voting rights are recorded in bands, not exact percentages:

Band	Meaning
Over 25% up to 50%	Significant but not majority control
Over 50% up to 75%	Majority control
Over 75%	Dominant control (can pass special resolutions alone)

Filing with Companies House

Confirmation Statement

PSC information must be confirmed (or updated) each year as part of the confirmation statement . The confirmation statement asks the company to verify that the PSC register is accurate and up to date.

Notifying Changes

When there is a change to the PSC register (a new PSC, a PSC ceasing to qualify, or a change to a PSC’s details), the company must:

Update the PSC register within 14 days of becoming aware of the change
Notify Companies House within a further 14 days (28 days total from the change)

The notification is made using form PSC01 (new PSC), PSC02 (new RLE), PSC04 (change of details) or PSC07 (cessation).

Company’s Duty to Investigate

The company has a proactive duty to identify its PSCs. It must:

Send a section 790D notice to anyone it knows or has reasonable cause to believe is a PSC
The recipient must respond within 1 month
If a person fails to respond or provides false information, the company can impose restrictions on their shares (preventing transfer, dividend payments and voting)

Recent Changes

Economic Crime and Corporate Transparency Act 2023

The Economic Crime and Corporate Transparency Act 2023 (ECCTA) introduced significant changes to the PSC regime:

Change	Effect
Identity verification	All directors and PSCs will be required to verify their identity with Companies House
Registered email address	Companies must provide a registered email address to Companies House
Enhanced powers for Companies House	The Registrar gains new powers to query, remove or annotate information on the register
Stronger penalties	Increased penalties for failing to comply with PSC requirements
Suppression of information	Tightened rules on when personal information can be suppressed from the public register

These changes are being implemented in phases. Identity verification for new incorporations is expected to be required from 2025, with existing companies and PSCs given a transition period.

Penalties for Non-Compliance

Failing to maintain the PSC register or file accurate information with Companies House is a criminal offence. Penalties include:

Offence	Penalty
Failure to keep a PSC register	Fine (unlimited on conviction on indictment)
Failure to file PSC information	Fine and/or up to 2 years’ imprisonment
Providing false information	Fine and/or up to 2 years’ imprisonment
Failure to respond to s.790D notice	Share restrictions (no voting, no dividends, no transfers)

Practical Steps for Companies

Identify all PSCs by reviewing the shareholding, voting rights and board appointment rights
Issue s.790D notices to anyone reasonably believed to be a PSC
Set up and maintain the PSC register (can be kept at the registered office or on the central register at Companies House)
File PSC information with Companies House on incorporation and update within 14 days of any change
Confirm the register as part of the annual confirmation statement
Prepare for identity verification under the ECCTA 2023 requirements