This guide is maintained as a current resource for September 2026 and covers only the laws of England and Wales. Information is for general guidance, not legal advice. Consult a qualified solicitor for advice specific to your situation.
Detailed guide to PSC notification duties at company incorporation in the UK. Explains identifying people with significant control, required information, filing timelines with Companies House, legal duties, and steps to ensure compliance from the outset of company formation.
When a company is formed in the United Kingdom, there are specific legal duties relating to people with significant control (PSCs) that must be observed from the point of incorporation. These requirements are a key part of the UK's corporate transparency regime. They ensure that Companies House and, in the end, the public have access to accurate information about who truly owns or controls a company. Failure to comply with PSC notification duties at incorporation can lead to criminal offences, administrative penalties, and complications in corporate governance. This article explains the PSC notification duties at incorporation for companies in England and Wales, what they entail, how to comply, and why they matter.
What Are PSC Notification Duties at Incorporation?
A person with significant control (PSC) is an individual or, in certain circumstances, a legal entity that exercises significant influence or control over a company. At the time of incorporation, a company must collect, confirm, and notify Companies House of the PSCs who will hold that status from the moment the company is registered. If no such PSC exists, the company must provide a statement explaining this.
The PSC regime applies to private and public companies, limited liability partnerships, UK Societas, and eligible Scottish partnerships. Its overall aim is to increase transparency of beneficial ownership in corporate structures so that investors, investigators, and the public can understand who truly controls a company.
Identifying Potential PSCs Before Incorporation
Tests for Significant Control
To decide who should be notified as a PSC at incorporation, a company must apply statutory tests. An individual or entity is a PSC if they meet one or more of the following conditions:
- Shareholding – more than 25 % of shares in the company.
- Voting rights – more than 25 % of voting rights.
- Appointment or removal of directors – rights to appoint or remove a majority of the board.
- Significant influence or control – rights or powers to exercise significant influence.
- Trust or firm connection – control exercised via a trust or firm arrangement that would result in significant ownership if direct.
Applying these criteria ahead of incorporation ensures that the correct individuals can be listed once the company is registered. If these factors change before registration, updated particulars must be notified to Companies House (see below).
Information Required for PSC Notifications
Before notification, companies must confirm key details with each identified PSC. This includes:
- Full name and date of birth (full date held, month and year public).
- Nationality and country of residence.
- Service address (public record).
- Usual residential address (held but not public).
- Nature of control with specific categories for share and voting percentages.
- Date they became a PSC.
Identity verification for PSCs is now mandatory for registration with Companies House. PSCs must verify their identity and obtain a personal code to provide with their notification. If verification is incomplete, their details may not be accepted onto the register.
Notification Duties at Incorporation
Initial Notification
When a company is incorporated, the application submitted to Companies House must include the PSC information for individuals who will be PSCs on incorporation. This includes all required particulars summarised above. If this information is not fully available at the time of incorporation, companies must submit notice of applicable PSCs within statutory time limits.
Under the Economic Crime and Corporate Transparency Act 2023, a company must notify the Registrar if it has confirmation that an individual is a PSC within 14 days from the date of that confirmation. This duty applies regardless of whether the person was listed in the application for incorporation.
If a person named in the incorporation application as a proposed PSC does not become a PSC on registration, the company must notify Companies House within 14 days of becoming aware of this.
Changes Before Incorporation
When a potential PSC's details change after the company incorporation application is filed but before the company is formally registered, the company must notify Companies House of those changes within 14 days of becoming aware, provided the change is confirmed. If a proposed PSC does not become an actual PSC, notification of this fact must also be made to the Registrar in the same timeframe.
No PSC at Incorporation
If a company legitimately has no PSC at the time of incorporation (for example, because no individual satisfies the statutory criteria), the company must still notify Companies House that there is no PSC and explain the reasons. The PSC register must never be blank.
Filing and Updating PSC Notifications
It is critical that PSC information is kept up to date from the moment of incorporation. The duties include:
- Filing notices with Companies House within the statutory 14‑day period for initial notifications and any changes.
- Submitting updated details, including changes in name, address, or nature of control, within 14 days of confirmation.
- Ensuring that identity verification requirements are met for each PSC.
Filing can be done using the standard Companies House services, online or through third‑party company service providers.
Consequences of Failing Notification Duties
Failing to notify Companies House of PSC information at or shortly after incorporation is a criminal offence under UK company law. Officers of the company and PSCs themselves can be held liable if they fail to provide accurate information or refuse reasonable enquiries. Penalties can include fines or imprisonment.
Companies that repeatedly fail to comply may also face wider regulatory scrutiny or restrictions on directors and shareholding rights. Ensuring accurate and timely notification at incorporation protects corporate governance and reduces litigation, enforcement action, or reputational harm.
Practical Steps for Compliance
Before Incorporation
- Review ownership structure – identify anyone meeting PSC criteria.
- Contact potential PSCs early – obtain accurate details and preliminary consent.
- Verify identity – advise PSCs to complete identity verification ahead of the incorporation date.
- Prepare documentation – collate all particulars for submission with the incorporation application.
After Incorporation
- Submit outstanding PSC notifications within 14 days if all details were not available at incorporation.
- Monitor changes – track changes in share ownership, voting rights, or corporate control that might affect the PSC register.
- Update promptly – submit changes within 14 days of confirmation.
Key Takeaways
PSC notification duties at incorporation require companies to identify individuals with significant influence or control, collect and confirm their details, and notify Companies House of this information either at the point of registration or within 14 days of confirmation. Companies must also handle changes that occur before and after incorporation and ensure that PSC identity verification is completed. Failure to meet these duties can result in offences and penalties. Proper planning and compliance help protect corporate governance, investor confidence, and legal certainty for business owners in England and Wales.
