Beneficial ownership and the PSC register

When you do business with a company, you are not really dealing with a legal abstraction — you are dealing with the people who own and control it. Working out who those people are is the heart of corporate due diligence, and it is harder than it sounds. The deliberate use of layered companies, nominee shareholders and overseas structures to hide ownership is a hallmark of money laundering and sanctions evasion.

1What "beneficial owner" means

A beneficial owner is the natural person — a human being, not another company — who ultimately owns or controls an entity. The key word is ultimately: if Company A is owned by Company B, which is owned by an individual, that individual is the beneficial owner of A. The chain can be long and can cross borders, which is exactly why it can be used to obscure.

Customer due diligence under the Money Laundering Regulations 2017 explicitly requires firms to identify the beneficial owner of a corporate customer and take reasonable measures to verify them. You cannot claim to know your customer if you do not know who is behind it.

2The UK's PSC register

The UK was an early mover on ownership transparency. In 2016 it introduced the register of people with significant control (PSC) — a public record, held at Companies House, of the individuals who own or control each UK company. The UK was the first G20 country to make beneficial-ownership information of companies publicly accessible.

The PSC regime sits in Part 21A of the Companies Act 2006. Most UK companies and LLPs must identify their PSCs, keep their own PSC register, and file the information at Companies House, where anyone can search it.

3The 25% threshold and the four conditions

Per GOV.UK guidance, a person is a PSC of a company if they meet one or more of these conditions. They:

1. hold, directly or indirectly, more than 25% of the shares;
2. hold, directly or indirectly, more than 25% of the voting rights;
3. hold the right to appoint or remove a majority of the board of directors; or
4. otherwise have the right to exercise, or actually exercise, significant influence or control over the company.

A fifth limb covers significant influence or control exercised through a trust or firm that itself would meet one of the conditions.

Two points often surprise people. First, the threshold is more than 25%, not 25% exactly. Second, condition 4 is deliberately broad — a person can be a PSC through influence even without holding shares, which is meant to catch arrangements designed to stay just under the share thresholds.

4Keeping it current

The register is only useful if it is up to date. A company must enter changes to its PSC information on its own register within 14 days, and then file the change at Companies House within a further 14 days. Failing to keep PSC information accurate is an offence.

5Reforms: from self-declared to verified

The PSC register's historic weakness was that information was largely self-declared and not independently verified, which limited how much weight you could place on it. The Economic Crime and Corporate Transparency Act 2023 is changing that — giving Companies House new powers to query and reject information and introducing identity verification for those who run and control companies. As these reforms roll out, the register is moving from a filing cabinet towards a checked source. (Always confirm the current state of implementation against GOV.UK, as the changes are being commenced in stages.)

6How to read ownership in practice

To understand who really controls a UK company, you typically:

• pull the company's filings and PSC entries from Companies House;
• follow corporate PSCs up the chain to the ultimate human owners;
• note where the chain leaves the UK (overseas entities may sit outside the PSC regime, though the separate Register of Overseas Entities now captures overseas owners of UK property);
• cross-check the named controllers against sanctions and PEP data, because sanctions can reach entities a designated person owns or controls; and
• flag the gaps — a structure you cannot fully resolve is itself a risk signal worth recording.

7Where Probitas fits

This is precisely the work Probitas automates. It reads the public record on a UK company or charity, maps the ownership and control through the PSC data and filings, screens the people it finds, and presents the chain with every claim anchored to its source — so the question "who am I actually dealing with?" has a documented, citable answer. The judgement about what that answer means for your decision remains yours.