People of significant control: New guidance to help identify PSCs

People of significant control – or ‘PSCs’ – are required to have their information kept and maintained on Companies House. With some changes to the requirements having taken place, our team of experts looks into the new guidance that will help to identify PSCs.

Since April 2016, all UK companies and limited liability partnerships (LLPs) have been required to maintain a register of any ‘people (natural or legal) with significant control’ (PSCs). The requirement for a local register to be maintained has now been abolished, with companies and LLPs now just required to keep and maintain information about their PSCs on the public register at Companies House.

Accurately identifying PSCs is now more important than ever, with all natural PSCs needing to verify their identity in 2026. Helpfully, new statutory guidance has been issued to help people identify who may be a PSC in a company or LLP.

For this article, we will focus on PSCs in relation to companies, but the principles also apply to LLPs.

Specified conditions

A PSC is someone who satisfies one or more of the following specified conditions in relation to a company:

1. they hold more than 25% of the company’s shares
2. they hold more than 25% of the voting rights in the company
3. they can directly or indirectly appoint or remove a majority of the board of directors
4. they exercise, or have the right to exercise, significant influence or control over the company
5. they exercise, or have the right to exercise, significant influence or control over the activities of a trust or firm, and the trust or firm meets one of more of the preceding conditions.

The company is only required to identify whether a person meets the specified fourth or fifth conditions if they do not exercise control through one or more of the specified conditions one to three.

Significant influence or control

On 4 March 2026, the secretary of state published new statutory guidance on the meaning of the term ‘significant influence or control’ relating to specified conditions four and five.

The guidance confirms that ‘influence’ and ‘control’ are alternatives, each having a distinct meaning:

Control: ability to direct the activities of a company, trust or firm.

Significant influence: where a person can ensure that a company, trust or firm generally adopts the activities which they desire.

Specified condition no.4

Right to exercise (rights-based influence or control)

A person may hold a right to exercise significant influence or control as a result of:

• provisions under the company’s constitution
• the rights attached to the shares and/or securities that the person holds
• rights afforded under a shareholders’ agreement.

It is important to note that it is the right to exercise significant influence or control over the company, rather than the actual exercise of this right that is relevant in determining a person’s PSC status. This means that a person may be a PSC even if they do not exercise their right(s).

Examples include absolute decision or veto rights to adopt or amend a company’s business plan, or the right to appoint or remove the chief executive officer or managing director.

Where, however, a person holds absolute veto rights in relation to certain fundamental matters for the purpose of protecting minority interests in the company, then this is unlikely – on its own – to constitute ‘significant influence or control’ over the company.

Exercises (behaviour-based influence or control)

In determining whether a person exercises significant influence or control over the company, the relationships they have with both the company and the individuals responsible for managing the company should be taken into account. This will help the company to ascertain whether the cumulative effect of those relationships allows the person to exercise significant influence or control over the company.

According to the guidance, a person would exercise significant influence or control if:

• they are significantly involved in the management and direction of the company
• their recommendations are always, or almost always, followed by shareholders who hold the majority of the voting rights in the company.

Specified condition no.5

Right to exercise (rights-based influence or control)

A person has a right to exercise ‘significant influence or control’ over a trust or firm if that person has the right to direct or influence the running of the activities of the trust or firm.

For example, the right to direct distribution of funds or assets, or to amend the trust or partnership deed.

Exercises (behaviour-based influence or control)

A person is likely to be considered to exercise significant influence or control if they are regularly involved in the running of the trust or firm.

For example, a person who issues instructions – which are generally followed – to the trustees or members of the firm directing the activities of the trust or firm.

Excepted roles

The guidance outlines a number of roles and relationships which would not, on their own, constitute exercise of significant influence or control for the purposes of the fourth and fifth specified conditions.

Examples include where a person:

• provides advice or direction in a professional capacity
• deals with the company under a third party commercial or financial agreement
• exercises a function under an enactment (ie. liquidator, etc.)
• is an employee acting in the course of their employment
• is a director of the company.

If you have any questions about people of significant control, please get in touch with our expert corporate & commercial team.

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