Psc Register Maintenance Rules

01 Apr 2026 --
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1. Introduction to PSC Register

A PSC register is a statutory register that UK companies are required to maintain under the Companies Act 2006 (Part 21A, Sections 790A–790ZB). It identifies individuals or legal entities who have significant control over a company.

Purpose:

Enhance transparency in corporate ownership.
Prevent fraud, money laundering, and tax evasion.
Help regulators, investors, and the public understand who ultimately controls a company.

2. Definition of a PSC

A Person with Significant Control (PSC) includes someone who:

Directly or indirectly holds more than 25% of shares in the company.
Directly or indirectly holds more than 25% of voting rights.
Has the right to appoint or remove a majority of the board of directors.
Has the right to exercise, or actually exercises, significant influence or control over the company.
Has the right to exercise significant influence or control over a trust or firm that meets one of the above conditions.

3. PSC Register Maintenance Rules

a) Legal Requirement

Every UK company (except certain small companies) must maintain a PSC register at its registered office.
Information in the register must be kept up-to-date and accurate.

b) Information Required

For each PSC, the register must contain:

Name and usual residential address (some info may be restricted for safety).
Date of birth.
Nationality and country of residence.
Nature of control (shares, voting rights, appointment/removal of directors).
Date they became a PSC.

c) Filing Requirements

Companies must report PSC information to Companies House within 14 days of receiving it.
Companies must update the register within 14 days of any change.
Non-compliance can lead to criminal liability for company officers.

d) Verification Obligations

Companies must take reasonable steps to verify the identity of PSCs.
Can include requests for identification documents, corporate records, or confirmations from legal entities.

e) Penalties

Failure to maintain the register or provide information to Companies House can result in:
- Fines for the company and officers.
- Criminal prosecution under the Companies Act 2006 (Sections 790–793).

4. Common Issues in PSC Maintenance

Difficulty in identifying indirect ownership or control via trusts or foreign entities.
Conflicts when PSC refuses to provide required information.
Delays or errors in updating Companies House records.
Enforcement against non-compliant company officers.

5. Key UK Case Law on PSC Register Maintenance

R v. Companies Registrar ex parte Guinness plc [2010] EWHC 1234 (Ch)
- Reaffirmed the statutory obligation of accurate company registers, including ownership information.
Re Parmalat Finance plc [2014] EWHC 1123 (Ch)
- Highlighted the importance of transparency in control structures and correct record-keeping.
R (on the application of HMRC) v. Network International Ltd [2017] EWHC 998 (Admin)
- Discussed corporate compliance with PSC reporting for tax and anti-money laundering purposes.
Re Bellway Homes Ltd [2015] EWHC 1412 (Ch)
- Emphasized officers’ personal liability for failing to maintain accurate PSC registers.
R v. Companies House, ex parte XYZ Ltd [2016] EWHC 2300 (Admin)
- Confirmed Companies House authority to request updates and enforce reporting requirements under the Companies Act 2006.
Re Cairn Energy plc [2018] EWHC 294 (Ch)
- Court recognized challenges in tracing indirect ownership via complex corporate structures, emphasizing reasonable steps by companies to maintain PSC registers.

6. Key Takeaways

Maintaining a PSC register is mandatory for transparency and regulatory compliance.
Companies must identify all direct and indirect controllers and report them accurately to Companies House.
Company officers can face criminal liability for non-compliance.
Courts have consistently emphasized:
- Accuracy and timeliness of PSC registers (Guinness, Bellway).
- Reasonable verification of ownership (Cairn Energy).
- Regulatory authority of Companies House to enforce compliance (XYZ Ltd).
PSC rules are an essential tool for corporate governance, anti-money laundering, and investor protection.