Before a shareholders agreement is signed, the question of control is not abstract. Who holds the shares on record, who is named as a person with significant control, and whether any charge or insolvency event has been registered — these are facts that official sources either confirm or refuse to confirm. England and Wales is one of the few jurisdictions where the PSC register is public and free, making the control layer unusually transparent at the first tier.
The report maps what each source shows, what it costs to extract, and where the chain of control ends.
What Companies House establishes
Companies House holds the statutory register for all companies incorporated in England and Wales. The register is free to search and free to download under OGL v3.0; redistribution with attribution is permitted.
For a counterparty check before signing a shareholders agreement, the following are available without charge:
- Current and historical shareholders (from confirmation statements and share allotment filings)
- Persons with significant control — name, nature of control, date of registration
- Directors and secretaries — current and resigned
- Register of charges — description of security, creation date, registration date, and filed instrument
- Filed financial statements — accounts filed at Companies House, including balance sheet and notes
The PSC register is the principal source for the control question. It names individuals or entities that hold more than 25% of shares or voting rights, or that otherwise exercise significant influence or control. This is a statutory disclosure obligation under the Companies Act 2006 as amended; it is not voluntary.
Source: Companies House · extracted 2026-03-10
Filed accounts: what the financials show
Companies filed at Companies House are available free of charge. The level of detail depends on the company's size classification.
Small companies may file abridged accounts that omit the profit and loss account. Micro-entities file a balance sheet only. Large and medium companies file full statutory accounts including directors' report, auditor's report, and detailed notes.
For a counterparty assessment, the accounts establish:
- Net asset position and whether it has moved materially year on year
- Whether the auditor has qualified the opinion or drawn attention to going concern
- Related-party transactions disclosed in the notes
- Group structure where the entity is a subsidiary
Accounts are filed annually. The filing deadline is nine months after the financial year end for private companies. A gap between the year end and the filing date is normal; a pattern of late filing is a registry fact.
Source: Companies House · extracted 2026-03-10
Register of charges
Every charge created by a company registered in England and Wales must be registered at Companies House within 21 days of creation. The register is public and free.
The register shows:
An unsatisfied charge over all assets of the company is a material fact before signing a shareholders agreement. It does not prevent the agreement, but it defines the priority of claims if the company is wound up.
Source: Companies House — Register of Charges · extracted 2026-03-10
Insolvency status
Two sources cover insolvency for England and Wales.
The Individual Insolvency Register covers bankruptcy orders, debt relief orders, and individual voluntary arrangements for natural persons. It is maintained by the Insolvency Service.
The Gazette is the official public record for corporate insolvency notices — winding-up petitions presented, winding-up orders made, administration appointments, and liquidator appointments. It is a secondary source: it records notices as published, not a structured register.
A negative result in either source does not guarantee that no petition has been filed. A winding-up petition may have been presented but not yet advertised. The report states the date of the search and the scope of the check.
Source: Individual Insolvency Register; The Gazette · extracted 2026-03-10
HM Land Registry
HM Land Registry holds the title register for registered land in England and Wales. The title register is not free: the fee is £7 per title from 09 December 2024. A name search using form PN1 costs £15 and is paper-based.
The title register shows the registered proprietor, the class of title, and any charges, restrictions, or notices registered against the title. It does not show beneficial ownership where the legal and beneficial owners differ.
For a counterparty report, the land register is relevant where the company holds property as a material asset, or where a restriction on the register indicates a third-party interest that affects the company's ability to deal with the asset.
Source: HM Land Registry · extracted 2026-03-10
Sanctions and PEP screening
The OFSI consolidated list is the primary sanctions list for the United Kingdom. It is maintained by the Office of Financial Sanctions Implementation and is publicly available.
The list names individuals and entities subject to UK financial sanctions. A match against the list is a hard stop in any counterparty process. The list is updated without a fixed schedule; the date of the search is recorded in the report.
PEP status is not held in a single official register. Screening against published lists of politically exposed persons is carried out using secondary sources; the report identifies the sources used and their last update date.
Source: OFSI Consolidated List · extracted 2026-03-10
The limit of what the sources allow
The PSC register names the person or entity that meets the statutory threshold. It does not show:
- Whether the named PSC acts on instructions from another party
- Nominee shareholder arrangements where the beneficial owner is not the registered holder
- Off-register share transfers that have not yet been reflected in a confirmation statement
- Trusts or foundations that hold shares through a corporate layer below the PSC threshold
The register of charges shows charges registered at Companies House. It does not show:
- Charges created but not yet registered (the 21-day window)
- Charges governed by foreign law over assets held outside England and Wales
- Contractual restrictions on disposal that are not registrable as charges
Filed accounts show what the directors chose to disclose within the applicable reporting framework. Abridged and micro-entity accounts omit material that full accounts would contain. Related-party transactions are disclosed in summary; the underlying terms are not.
The ceiling of what the sources allow is stated before payment. Where a source does not answer the question, the report says so explicitly and identifies the point at which the chain ends.