Person with Significant Control (PSC)
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Learn about the Person with Significant Control register, how it compares to Ireland's beneficial ownership rules, and your reporting obligations.
Learn about the Person with Significant Control register, how it compares to Ireland's beneficial ownership rules, and your reporting obligations.
A Person with Significant Control (PSC) is any individual who holds significant influence or control over a UK-registered company. UK company law requires every company to maintain a PSC register that identifies these individuals and to file this information with Companies House as part of the annual Confirmation Statement. The PSC regime is the UK equivalent of Ireland's Register of Beneficial Ownership (RBO) and serves the same fundamental purpose: preventing the misuse of corporate structures by ensuring transparency about who ultimately owns and controls companies.
For Irish founders who operate a UK subsidiary, understanding the PSC regime is essential because it imposes specific record-keeping and filing obligations that differ from the Irish beneficial ownership rules. While both systems aim to identify the people behind companies, the thresholds, reporting mechanisms, and enforcement approaches differ. Managing compliance with both regimes requires careful attention to the rules in each jurisdiction.
The PSC register is publicly accessible through Companies House, meaning anyone can search for a UK company and see who its persons with significant control are. This transparency is designed to deter money laundering, tax evasion, and other forms of financial crime by making it difficult to hide behind anonymous corporate structures. For legitimate businesses, maintaining an accurate PSC register is simply part of good corporate compliance.
An individual qualifies as a PSC if they meet one or more of five conditions. These are: holding more than 25% of the company's shares, holding more than 25% of the company's voting rights, holding the right to appoint or remove a majority of the board of directors, having the right to exercise or actually exercising significant influence or control over the company, or having the right to exercise or actually exercising significant influence or control over a trust or firm that itself meets any of the first four conditions.
In practice, for most Irish-founded UK subsidiaries, the PSC will be the parent company's founders or the Irish parent company itself (if it holds more than 25% of the shares). If the Irish parent company is the PSC, its details must be recorded on the UK subsidiary's PSC register. The parent company must then identify its own "registrable" individuals, creating a chain of transparency that ultimately leads to natural persons.
Ireland's Register of Beneficial Ownership (RBO) and the UK's PSC register serve the same purpose but operate under different legal frameworks. The Irish RBO is a central register maintained by the Central Register of Beneficial Ownership of Companies and Industrial and Provident Societies, while the UK PSC register is maintained by each individual company and filed with Companies House. The ownership threshold is 25% in both jurisdictions.
A key difference is visibility. The UK PSC register is fully public and searchable through Companies House. The Irish RBO is also public, but access is managed through a separate online portal rather than through the CRO. For Irish founders with companies in both jurisdictions, this means you must maintain beneficial ownership records in two separate systems with different filing processes.
The PSC register must include the full name, date of birth, nationality, country of residence, and service address of each person with significant control. It must also describe the nature of their control, specifying which of the five PSC conditions they meet. For corporate PSCs (such as an Irish parent company), the register must include the company name, registered number, registered office address, the legal form of the entity, and the law by which it is governed.
The register must also record the date on which each person became a PSC and, if applicable, the date on which they ceased to be one. This historical record ensures that the register reflects not only the current ownership structure but also past changes. For companies undergoing fundraising or restructuring, keeping this register accurate and up to date is essential for investor due diligence.
Failing to maintain an accurate PSC register or to file PSC information with Companies House is a criminal offence in the UK. Directors and the company itself can be prosecuted, with penalties including fines and, in the most serious cases, imprisonment. The UK government has strengthened enforcement of PSC obligations in recent years as part of broader efforts to combat economic crime and improve corporate transparency.
Beyond criminal penalties, an inaccurate or incomplete PSC register can cause practical problems for your business. Investors, banks, and business partners increasingly scrutinise PSC records as part of their anti-money laundering checks. If your PSC register is not up to date, it may delay or prevent commercial transactions, banking arrangements, or investment rounds. Maintaining accurate records is therefore both a legal obligation and a commercial necessity.
Whenever there is a change in the persons with significant control over your UK company, you must update your internal PSC register within 14 days and notify Companies House within a further 14 days. Changes that trigger an update include the acquisition or disposal of shares or voting rights above the 25% threshold, changes to the shareholders' agreement that affect control, and changes to the personal details of an existing PSC.
For Irish parent companies that control UK subsidiaries, share issuances or transfers at the Irish parent level can sometimes trigger changes in the UK PSC register if they affect who ultimately controls the UK entity. This cross-jurisdictional dimension makes it important to coordinate with your company secretary and UK advisors whenever ownership changes occur at any level of your corporate structure.
The PSC register is one of the first things investors and their solicitors review during due diligence on a UK company. An accurate, up-to-date register demonstrates good governance and makes the due diligence process smoother. Conversely, gaps or errors in the PSC register can raise questions about the company's compliance culture and potentially delay or derail investment.
When your company issues new shares as part of a fundraising round, you must promptly update the PSC register to reflect any new persons who cross the 25% threshold or any existing PSCs whose percentage holdings change. Planning ahead for these updates and ensuring they are filed on time helps you close funding rounds without unnecessary administrative delays. Your directors' duties include maintaining these records accurately at all times.
