What is a PSC and who counts as one?
By SuLe · Updated 4 July 2026
A person with significant control (PSC) is someone who holds more than 25% of a company's shares or voting rights, can appoint or remove a majority of its board, or otherwise exercises significant influence or control. Almost every startup founder is a PSC of their own company, and PSC details must be kept on a register and filed publicly at Companies House.
Key facts
- A PSC holds more than 25% of shares or voting rights, can appoint or remove a majority of the board, or otherwise exercises significant influence or control.
- PSC changes must be entered in the company's own PSC register within 14 days.
- The change must then be filed at Companies House within a further 14 days.
- Identity verification for directors and PSCs is being rolled out under ECCTA 2023 — mandatory for new appointments from late 2025 (check the current position on gov.uk).
Who counts as a PSC?
A PSC is an individual who meets at least one control condition: holding more than 25% of the shares, holding more than 25% of the voting rights, having the right to appoint or remove a majority of the board, or otherwise exercising significant influence or control.
In a typical startup that means the founders. Two co-founders on 60/40 are both PSCs; four equal co-founders on exactly 25% each cross no share threshold — the test is more than 25% — though the other conditions can still catch someone.
| PSC condition | What it looks like in a startup |
|---|---|
| More than 25% of shares | A founder holding 40% of the ordinary shares |
| More than 25% of voting rights | A shareholder whose share class carries most of the votes |
| Right to appoint or remove a majority of the board | An investor with contractual board-control rights |
| Significant influence or control by other means | Someone whose instructions the board habitually follows |
What must I record and file — and when?
Two clocks run from every change. Enter it in your own PSC register within 14 days, then file it at Companies House within a further 14 days.
The company keeps its own register; the Companies House record is the public mirror of it. Do not wait for the annual confirmation statement — the PSC deadlines run from the change itself, whenever in the year it happens.
Identity verification for directors and PSCs is also arriving under the Economic Crime and Corporate Transparency Act 2023, mandatory for new appointments from late 2025 — check the current requirements on gov.uk before your next filing.
Is my investor, co-founder or holding company a PSC?
A 10% angel is not a PSC on shareholding alone, and neither is a 20% one — the line sits above 25%. But the conditions look past percentages: board-appointment rights or veto-heavy investor terms can amount to significant influence or control.
If a company rather than a person holds the stake, the analysis runs up the chain. Certain UK-registered companies go on the register directly as relevant legal entities (RLEs); otherwise you keep looking upward until you find the humans in control.
Dilution changes the answer too. A founder can drop below the threshold at a funding round, and an investor can rise above it — recheck after every share issue.
What happens if I get PSC compliance wrong?
Failing to keep the register and make the filings is a criminal offence for the company and its officers. Enforcement aside, the register is checked constantly in ordinary startup life.
Banks run PSC checks at account opening, and investors' lawyers reconcile the register against the cap table in due diligence. A register that contradicts your shareholding story costs you time and credibility at exactly the moments — banking, fundraising, exit — when you have least of either to spare.
Worked example
Nadia and Chris found DoorstepData Ltd, a proptech startup, with an angel, Marcus: 10,000 shares issued 5,500 to Nadia (55%), 3,500 to Chris (35%) and 1,000 to Marcus (10%). Nadia and Chris both hold more than 25%, so both go on the PSC register; Marcus does not, and holds no other control rights.
A year later Marcus invests again, subscribing for 2,500 new shares. Of the enlarged 12,500 total he now holds 3,500 — 28% — and crosses the threshold. The company enters him in its PSC register within 14 days of the allotment and files the change at Companies House within a further 14 days.
Where founders go wrong
Assuming Companies House updates itself
— the company must keep its own register and make the filings; both 14-day clocks are yours to run.Counting only shares
— board-appointment rights and heavy vetoes can make someone a PSC without crossing the 25% line.Forgetting that dilution moves PSC status
— a funding round can tip founders below the threshold and investors above it; recheck after every issue.Parking PSC updates until the confirmation statement
— the deadlines run from the change, not from the annual filing.
Related questions
Is the PSC register public?
Yes. Your PSC entry — including the nature of your control — appears on the public register at Companies House, with some personal details like your home address protected. Founders sometimes find this uncomfortable, but it is unavoidable: transparency of ownership is the register's entire purpose.
Is an investor with 20% of my company a PSC?
Not on shareholding alone — the threshold is more than 25% of shares or voting rights. But check the other conditions: rights to appoint or remove a majority of the board, or influence amounting to significant control, can make a smaller investor registrable.
What if my PSC is a company, not a person?
Certain UK-registered entities are recorded directly as relevant legal entities (RLEs). Otherwise you look through the corporate layers to find the individuals who ultimately control the stake. A holding-company structure does not remove the duty — it just changes whose name goes on the register.
When do I confirm PSC details with Companies House?
PSC changes have their own deadlines — 14 days to update your register, 14 more to file — and must not wait for the annual cycle. The confirmation statement, filed at least once every 12 months within 14 days of the end of the review period, then confirms the record. [More: What is a confirmation statement and when do I file it?]
PSC status looks like box-ticking until a funding round moves the percentages and nobody updates the register — a discrepancy investors' lawyers and banks will find. A SuLe solicitor can check your register, your filings and what your next round will change. Book a free 15-minute consultation about your setup
Keep reading: What are directors' duties under the Companies Act 2006? · What is a confirmation statement and when do I file it? · What legal documents does a UK startup actually need? · What address can I use as my registered office? · Can I be the sole director and shareholder of my startup? · What is a cap table and how do I keep it clean?
Primary sources: GOV.UK — Running a limited company · Companies Act 2006
