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2026-08-27 00:00 Counterparty Checks

Counterparty — England and Wales: step by step

What the sources showRegistered shareholders and persons with significant control (PSC), named with percentage bands. Source: Companies House · extracted 2026-03-15 Cost of accessCompanies House is free of charge under OGL v3.0. Redistribution with attribution is permitted. A title register entry at HM Land Registry costs £7 per title (fee effective 09 December 2024). Access conditionNo registration required for Companies House. HM Land Registry title register: paid per title. What the sources do not showBeneficial ownership beyond the PSC layer; nominee arrangements; side agreements between shareholders; assets held through non-UK entities.

England and Wales maintains one of the most accessible corporate disclosure regimes in the world. Companies House publishes shareholder lists, PSC registers, filed accounts, and charge registers without registration and without charge. Control — who holds it, on what terms, and what encumbrances attach to the underlying assets — is the question a counterparty report answers before a shareholders agreement is executed.

The PSC regime is the operative instrument. Every private company must identify each person who holds more than 25 percent of shares or voting rights, or who otherwise exercises significant influence or control. That register is public. It is the exception that makes England and Wales a Level A jurisdiction for beneficial ownership disclosure — the general post-CJEU C-37/20 position across EU member states does not apply here.

What Companies House discloses

Companies House holds the statutory record for every company incorporated in England and Wales. The register is free, open, and redistributable under OGL v3.0.

A standard Companies House pull produces:

  • Registered name, number, registered office, and incorporation date
  • Current and resigned directors, with appointment and resignation dates
  • Shareholders named in the confirmation statement, with share class and percentage band
  • PSC register: name, nationality, date of birth (month and year only), correspondence address, and the nature of control
  • Register of charges: description of the security, date of creation, date of registration, and the instrument itself
  • Filed accounts: balance sheet, profit and loss (where not abbreviated), and auditor's report where required

The confirmation statement reflects the position at the date of filing. It is not updated in real time. A gap between the last confirmation statement and the date of the report is a routine finding; the report records it.

Source: Companies House · extracted 2026-03-15

PSC register: the control layer

The PSC register is the primary instrument for establishing control in England and Wales. It is filed by the company and held at Companies House. It is public and free.

The register names each person with significant control and states the nature of that control in one of five categories: shares, voting rights, appointment rights over the majority of directors, other significant influence, and control through a trust or firm. Percentage bands are used rather than exact figures: 25–50%, 50–75%, 75–100%.

Where a relevant legal entity (RLE) sits above the individual, the chain is disclosed to the first registrable entity. The report records the point at which the chain reaches a non-UK entity and states what that entity's home jurisdiction discloses.

Source: Companies House — PSC register · extracted 2026-03-15

Register of charges

The register of charges is part of the Companies House record. It is free and publicly accessible.

Each entry states the charge description, the date of creation, the date of registration, the chargee, and whether the charge has been satisfied or released. The instrument creating the charge is filed and available for download.

A charge registered after the date of the last confirmation statement will appear in the charges register before it appears in the confirmation statement. The report checks both independently.

Source: Companies House — register of charges · extracted 2026-03-15

Filed financial statements

Private companies in England and Wales file accounts at Companies House. The filing obligation and the level of disclosure depend on company size.

Small companies may file abbreviated accounts. Micro-entities may file a balance sheet only. Where full accounts are filed, the report extracts: total assets, net assets, turnover (where disclosed), and the going-concern statement.

The accounts are free to access. The report records the filing date and the period covered. A gap between the accounting period end and the filing date is noted.

Source: Companies House — filed accounts · extracted 2026-03-15

HM Land Registry

HM Land Registry holds the title register for registered land in England and Wales. A title register entry costs £7 per title (fee effective 09 December 2024). A name search using form PN1 costs £15 and is submitted on paper.

The title register shows the registered proprietor, the price paid on the last transfer (for residential property), and any charges, restrictions, or notices registered against the title.

The title register shows the registered legal owner. It does not show the beneficial owner where the legal and beneficial interests are separated by a trust or nominee arrangement.

Source: HM Land Registry · extracted 2026-03-15

Insolvency and sanctions

The Individual Insolvency Register and The Gazette are the primary sources for insolvency proceedings against individuals. Corporate insolvency appointments — administrators, liquidators, receivers — are notified to Companies House and published in The Gazette.

A negative result in the insolvency register does not confirm the absence of a filed application. The report records the date of the search and the scope of the registers checked.

The OFSI consolidated list is the primary sanctions reference for England and Wales. It is free and publicly accessible. The report checks the counterparty name, registered address, and each named director and PSC against the current list.

Source: The Gazette · Individual Insolvency Register · OFSI consolidated list · extracted 2026-03-15

The limit of what the sources allow

Companies House is a filing registry, not a verification authority. It records what the company files. It does not verify the accuracy of what is filed.

The PSC register discloses control to the first registrable layer. Where a non-UK holding entity sits above the individual, the chain stops at that entity. The report names the stopping point and states what the home jurisdiction of that entity discloses — but it does not extend the chain beyond what official sources permit.

The following are outside the scope of what official sources in England and Wales establish:

  • The terms of any shareholders agreement (these are private contracts and are not filed)
  • Nominee arrangements where the nominee is the registered shareholder and no PSC entry has been made
  • Assets held through non-UK entities not registered at Companies House
  • Oral or undocumented side arrangements between shareholders
  • The beneficial interest behind a trust where the trust is not itself a registrable entity

The filed accounts may be abbreviated. For small and micro-entity companies, the profit and loss account is not filed. The report records what was filed and what was not.

The title register at HM Land Registry shows the registered legal owner. It does not show the beneficial owner where the legal and beneficial interests are separated.

These are not gaps in the report. They are the ceiling of what the sources allow. The report states that ceiling before any payment is made.