Overview, definitions, thresholds

The United Kingdom’s beneficial ownership register was launched in April 2016 as the Persons with significant control (PSC) Register.

Direct ownership

UK Companies have to report PSCs who directly control a company.

A PSC is an individual who meets at least one of the following conditions:

  • Holds more than 25% of the company’s shares
  • Holds more than 25% of the company’s voting rights
  • Has the power to appoint or remove a majority of the company’s board
  • Has the right to exercise or actually exercises significant influence or control over the company
  • Has the right to exercise or actually exercises significant influence or control over a trust or a firm that is not a legal entity which itself satisfies any of the first four conditions.

Indirect ownership

If a beneficial owner’s shares or rights in a company are all held indirectly through one or more legal entities (whether UK or foreign), they generally do not need to be recorded on the PSC register.

This is because the UK requires that companies only record on the Register the first holding company nearest to them in the ownership chain. These holdings are called Registrable RLEs, (Relevant Legal Entities). Other holdings further up the chain do not need recording.

A holding company is an RLE:

  • if it had been an individual, it would have satisfied one of the PSC conditions, and
  • is either: (i) a UK company subject to the PSC regime, or (ii) a UK or non-UK company subject to ownership disclosure requirements through being listed or traded on a UK or other EEA-regulated market or any of the US, Japanese, Swiss or Israeli exchanges.

If the holding company doesn’t meet the RLE criteria, then the PSC doesn’t need to be declared, unless the PSC holds a ‘majority stake’ in the reporting company, i.e. a majority control of voting rights, of appointment/removal of directors or general dominant influence.

Exclusions and exemptions

UK companies with voting shares admitted to trading on regulated markets in the EEA or on certain specified exchanges in the US (including NYSE and NASDAQ), Japan, Switzerland and Israel—do not have to keep a PSC register themselves and so are excluded from the PSC regime. Their unlisted UK subsidiaries will still have to maintain their own PSC registers.

Branches of non-UK companies are not subject to the requirements to hold a PSC register (subsidiaries are).

More details from Companies House here.

Data availability and license

The Persons with significant control (PSC) Register data is publicly and freely available in two formats:

The PSC Register data is licensed by statute.

Ownership transparency performance monitoring

Number of companies Percentage of companies
Total non-dissolved companies on the national commerce register [1] 4,202,044 100.0%
Total non-dissolved companies from the national UBO Register in the OpenOwnership register [2] 4,225,033 100.5%
Companies with missing UBO declaration 19,141 0.5%
Companies with 'No UBO' declaration [3] 347,592 8.3%
Companies with RLE outside of the UK 31,655 0.8%
Companies with RLE not in a regulated market country [4] 9,867 0.2%
Companies with RLE in a secrecy jurisdiction [5] 11,648 0.3%
Total dissolved companies from the national UBO Register in the OpenOwnership register 838,905

Footnotes

[1] Companies House statistics, March 2019: The total number includes active and dormant companies (‘effective’), as well as those in the process of dissolution (non-effective). It excludes dissolved companies.

[2] The OpenOwnership Register only contains data on companies that are registered on the PSC Register.

[3] Enumeration of reasons for declarations with no UBO.

[4] UK, EEA state, USA, Japan, Switzerland or Israel

[5] Countries scoring 60 or above on the Financial Secrecy Index 2018