Everybody reads 25% and stops
Ask a director who their people with significant control are and you will get a share register and an answer about 25%. It is the right first question and it is one of five, and the ones that get missed are the ones a share register cannot show you.
Somebody is registrable if any one of these is true:
- They hold more than 25% of the shares.
- They hold more than 25% of the voting rights.
- They can appoint or remove a majority of the directors.
- They otherwise exercise significant influence or control.
- They control the company through a trust or a firm without legal personality.
Any one. Not a combination, not a majority of them. And the last two are invisible to every check most companies actually do.
Exactly 25% is not a PSC
The test is more than 25%, which sounds like pedantry until you look at how many small companies are owned in equal quarters.
Four partners on 25% each produce no PSCs at all on the share test. Not four. None. Companies House confirms the threshold from the other end with its own bands, the lowest of which is "over 25% up to (and including) 50%".
Move one share from one partner to another and two things change at once: the seller drops clear and the buyer becomes registrable. It is a genuine cliff edge sitting exactly where a lot of companies are.
The two people who are never in the share register
This is the failure that matters, and it has a shape: the company checks its share register, finds nobody over 25%, records no PSCs, and is wrong.
The voting block. Two shareholders on 20% each with an agreement to vote together. Voting rights held under a joint arrangement count as held by each of them, so both are treated as holding 40%, and both are registrable. The arrangement that creates it is a private agreement between two people. It is not filed anywhere, it does not appear in the accounts, and no amount of looking at the share register will surface it.
The investor with a veto. A minority holder with a consent list, a side letter, or a right to block key decisions may be exercising significant influence or control whatever their percentage is. They can hold no shares at all and still be registrable. Small companies that have taken outside investment are full of these and almost none of them are on the register.
Shares and votes are two tests, not one
They are usually the same number and this page asks for both, because when they come apart it is exactly when somebody gets missed.
Non-voting shares, preference shares and weighted voting all split them. Somebody can hold 60% of the shares with no votes at all, or 10% of the shares with 60% of the votes. Both are registrable, on different conditions, and checking one number would find only one of them.
The criminal offence, in plain terms
You will read that getting your PSC register wrong is a criminal offence carrying two years in prison. That is a real quote applied to the wrong thing, and overstating it is not harmless, because it makes people distrust the accurate parts too.
Companies House's actual wording: anyone who does not respond to these notices within one calendar month, or gives false information, commits a criminal offence, and could get a two year prison sentence, a fine or both.
The offence attaches to ignoring a statutory notice or lying in answer to one. Not to a register that is wrong because nobody realised. What that creates in practice is a duty to ask: if you think somebody might be a PSC, you send them a notice, and their failure to answer is where the serious consequences start.
No PSCs is still a filing
A company that genuinely has no registrable PSCs does not leave the register blank. It records a statement saying there are none.
An empty PSC register and a register stating there are no PSCs look almost identical to anybody glancing at them, and only one of the two is compliant. If your four-equal-partners company has just discovered it has no PSCs, that is the filing to make.
Significant influence is a judgement, not a checkbox
It will not tell you conclusively whether somebody exercises significant influence or control, because nothing can. The condition is deliberately open-ended so that it cannot be structured around, which is a good design for the law and an impossible one for a form.
What it does is show you every condition somebody meets, flag the ones you would never have found by counting shares, and point at the next step. Where there is a veto, a side letter or an arrangement you are unsure about, send the person a statutory notice and let them answer. That is the step the whole offence is built around, and it moves the problem to where the law expects it to be.
Common questions
Is a PSC just anybody with more than 25% of the shares?
No, that is the first of five conditions and the only one most people have heard of. The full set: more than 25% of the shares; more than 25% of the voting rights; the right to appoint or remove a majority of the directors; otherwise exercising significant influence or control; and control exercised through a trust or a firm without legal personality. Meeting any one of them makes somebody registrable, and the last two do not show up in a share register at all.
Does exactly 25% count?
No. The test is more than 25%, and Companies House confirms it from the other end with its own bands, the lowest of which is "over 25% up to (and including) 50%". This catches people in both directions. Four equal partners on 25% each produce no PSCs at all on the share test, which is the opposite of what almost everybody assumes. Move one share and the answer changes.
Two of us hold 20% each and always vote together. Are we PSCs?
Yes, if there is a joint arrangement between you. Voting rights held under an agreement to vote the same way are treated as held by each of you, so two 20% holders acting together are each treated as holding 40%. Nothing about that arrangement appears in the share register, in the accounts, or in any filing, which is precisely why this is the most commonly missed PSC in the country.
What is "significant influence or control"?
Deliberately open-ended, and that is the design rather than sloppy drafting. If it were a list you could structure around it. In practice it catches an investor with a veto over key decisions, somebody whose recommendations the board always follows, or a person who directs how the company is run without holding the shares to prove it. Because it is a judgement rather than a calculation, no form can decide it for you. This page flags it and tells you the next step.
What happens if we get the register wrong?
The commonly repeated version overstates it, so here is what Companies House actually says: anyone who does not respond to these notices within one calendar month, or gives false information, commits a criminal offence, and could get a 2 year prison sentence, a fine or both. That attaches to ignoring a statutory notice or lying in answer to one, rather than to a register being wrong because nobody knew. It is serious, and the practical duty it creates is that you must ask in writing anybody you think might be a PSC.
What if the company has no PSCs?
You still file, and this trips companies up. A company with no PSCs does not leave the register empty: it records a statement saying there are none. An empty PSC register and a register stating there are no PSCs look similar and are not the same thing, and only one of them is compliant.
Why not just use a PSC register template?
Because every free template online is an empty table for you to fill in once you already know the answer, and knowing the answer is the entire difficulty. Filling in a form is not the hard part. Working out that your minority investor with a consent list is registrable, or that your two 20% holders are, is.