The register of members at Companies House names every registered shareholder of a UK company and states the number of shares held. That record is the starting point for establishing direct ownership in England and Wales. It does not, by itself, establish who controls the company.
Control depends on what the shares carry: voting rights, class restrictions, drag-along provisions, and any shareholders' agreement that sits outside the filed documents. The register shows the legal owner. The question of who exercises control requires reading the constitutional documents alongside it.
What the register showsRegistered shareholders by name, share class, and number of shares held. Source: Companies House register of members · verified 2026-09-10 PSC registerPersons with Significant Control are disclosed separately at Companies House, covering individuals or entities holding more than 25% of shares or voting rights, or otherwise exercising significant influence or control. Source: Companies House PSC register · verified 2026-09-10 Access conditionThe register of members and PSC register are publicly accessible via Companies House. No registration is required to search by company name or number. Source: Companies House · verified 2026-09-10 What the register does not showShareholders' agreements, side letters, trust arrangements, and nominee relationships are not filed and do not appear on the public record. Source: Companies Act 2006 filing requirements · verified 2026-09-10Source: Companies House · extracted 2026-09-10
What the register of members records
Every company incorporated in England and Wales must maintain a register of members. For most private companies, that register is held at Companies House rather than at the registered office.
The register states the full name of each shareholder, the class of shares held, the number of shares, and the date on which the holding was registered. Transfers are recorded when a stock transfer form is filed and the register is updated.
Share classes matter. Ordinary shares carry one vote per share by default. A company may issue multiple classes with different voting weights, restricted voting, or no voting rights at all. The register names the holder and the class. The articles of association define what each class carries.
A shareholder holding 51% of ordinary shares controls ordinary resolutions. A shareholder holding 75% controls special resolutions, including amendments to the articles. These thresholds are set by the Companies Act 2006 and apply unless the articles provide otherwise.
Source: Companies House · extracted 2026-09-10
Persons with Significant Control
The PSC register was introduced under the Small Business, Enterprise and Employment Act 2015. It requires companies to identify and record any individual or legal entity that meets one or more of five conditions:
- Holds more than 25% of shares
- Holds more than 25% of voting rights
- Holds the right to appoint or remove a majority of directors
- Has the right to exercise, or actually exercises, significant influence or control
- Exercises significant influence or control over a trust or firm that itself meets one of the above conditions
The PSC register is filed at Companies House and is publicly accessible. Each entry states the nature of control, the date on which the person became registrable, and whether the entry has been confirmed.
A PSC entry does not establish the mechanism of control. It records the threshold crossed. The underlying instrument — whether a shareholders' agreement, a voting trust, or a contractual arrangement — is not filed.
Source: Companies House PSC register · extracted 2026-09-10
Constitutional documents and what they add
The articles of association are filed at Companies House on incorporation and must be updated whenever amended. They govern the rights attached to each share class, the procedure for transferring shares, pre-emption rights, and the conditions under which directors may be appointed or removed.
A shareholders' agreement is a private contract. It is not filed. It does not appear on the public record. It may override or supplement the articles in material ways: drag-along and tag-along rights, reserved matters requiring unanimous consent, deadlock provisions, and restrictions on transfer.
The existence of a shareholders' agreement can sometimes be inferred from the articles — a bespoke article referencing an external agreement is a signal — but its terms cannot be established from the public record alone.
Confirmation statements filed annually at Companies House record the share capital structure and any changes to it. They do not record the terms of private agreements.
Source: Companies House · extracted 2026-09-10
Director appointments and the connection to control
The register of directors at Companies House records every current and former director, the date of appointment, and the date of resignation. Directors are appointed by shareholders under the procedure set out in the articles.
The ability to appoint and remove directors is itself a form of control. A shareholder who controls director appointments controls the day-to-day management of the company, even if that shareholder holds a minority of the economic interest.
The PSC register captures this: the right to appoint or remove a majority of directors is one of the five qualifying conditions. The register of directors records who currently holds those positions. Together, the two registers allow a structural picture of governance to be assembled.
What they do not record is the informal exercise of influence: instructions given outside board meetings, side arrangements with management, or control exercised through a connected party who does not appear on the register.
Source: Companies House · extracted 2026-09-10
Charges and encumbrances on shares
A charge over shares — a pledge or security interest — must be registered at Companies House within 21 days of creation. The register of charges records the type of charge, the date of creation, the assets charged, and the chargee.
A registered charge over shares does not transfer ownership. It gives the chargee rights on enforcement. Those rights may include the power to appoint a receiver or to exercise the voting rights attached to the charged shares, depending on the terms of the charge instrument.
The charge instrument itself is not filed in full. The register records the existence and basic terms of the charge. The detailed enforcement provisions are in the underlying document, which is a private instrument.
An unregistered charge over shares is void against a liquidator, administrator, or creditor of the company. The absence of a registered charge does not guarantee that no security interest exists: charges created under foreign law, or charges that have not yet been registered within the 21-day window, may not appear.
Source: Companies House register of charges · extracted 2026-09-10
The limit of what the sources allow
Companies House is one of the most accessible corporate registries in the world. The register of members, PSC register, filed accounts, and constitutional documents are publicly available without registration or fee for standard searches.
The ceiling is structural, not technical.
The register records legal ownership at the point of filing. It does not record beneficial ownership below the 25% PSC threshold. A shareholder holding 24.9% does not appear on the PSC register. A nominee arrangement — where the registered shareholder holds on behalf of an undisclosed principal — is not visible on the face of the register.
Shareholders' agreements are private. Their terms, including control provisions that override the articles, are not filed and cannot be retrieved from the public record.
The PSC register records the nature of control in general terms. It does not record the instrument through which control is exercised. A PSC entry stating "ownership of shares" does not identify whether that ownership is direct, through a nominee, or subject to a trust.
Confirmation statements are filed annually. Between filing dates, changes in shareholding are not visible until the next statement or until a stock transfer form triggers an update. There is a lag between the event and the record.
Filed accounts for private companies are abbreviated. A private company may file abridged accounts that do not show a full profit and loss account. The financial picture available from the public record is limited for most private companies.
The report establishes what the sources show, identifies where the chain of ownership ends, and states at which point the record becomes silent.
Source: Companies House · extracted 2026-09-10
Where the sources disagree
The register of members and the PSC register are maintained separately. Discrepancies arise.
A shareholder may hold more than 25% of shares but not appear on the PSC register if the company has failed to update its filing. The register of members may show a current holding; the PSC register may show an outdated entry or none at all.
Confirmation statements are filed annually and may not reflect mid-year changes. A stock transfer completed in month three of the confirmation year will not appear in the confirmation statement until the following filing.
Where the register of members and the PSC register give inconsistent pictures of control, that inconsistency is itself a finding. It may indicate a filing failure, a recent transaction not yet reflected, or a deliberate gap. The report records the discrepancy and identifies its source.
Source: Companies House · extracted 2026-09-10
What is included at each tier
| Tier | Price | What is included | Not included |
|---|---|---|---|
| Signal | €890 | Register of members: shareholders, share classes, holdings. PSC register: nature and date of control. Register of directors: current and former appointments. Register of charges: existence and basic terms of any registered charge. Confirmation statement: most recent filed statement. Summary of discrepancies between register of members and PSC register. | Articles of association analysis. Filed accounts review. Shareholders' agreement inference from articles. Historical share transfer chain. |
| Standard | €1,900 | Everything in Signal. Articles of association: share class rights, transfer restrictions, pre-emption provisions, director appointment procedure. Filed accounts: most recent available, with note on filing type and any abridgement. Historical confirmation statements: three years. Charge instrument summary where available. Assessment of control structure based on filed documents. | Shareholders' agreement terms (not filed). Nominee identification. Beneficial ownership below PSC threshold. Off-register arrangements. |
| Extended | €4,200 | Everything in Standard. Full historical filing review: incorporation documents, all amendments to articles, all PSC changes, all director changes. Cross-reference of PSC entries against register of members across the full filing history. Charge register analysis including enforcement provisions where instrument is available. Identification of structural signals pointing to undisclosed arrangements. Written assessment of the ceiling of the record and what cannot be established from filed sources. | Shareholders' agreement terms. Beneficial ownership not on record. Oral or undocumented arrangements. Legal advice on enforceability or rights. |
FAQ
Does the PSC register show the ultimate beneficial owner? The PSC register records individuals or entities crossing the 25% threshold on one of five conditions. It does not require disclosure of the ultimate natural person behind a corporate PSC. A corporate entity appearing as PSC will have its own filing obligations in its jurisdiction of incorporation, which may or may not be accessible. The report states what the PSC register shows and where the chain ends.
Is a shareholders' agreement visible at Companies House? No. A shareholders' agreement is a private contract and is not filed at Companies House. Its existence may be inferred from references in the articles of association, but its terms cannot be established from the public record. The report identifies signals of an undisclosed agreement where they exist in the filed documents.
What does a nominee arrangement look like on the register? A nominee holds shares in their own name on behalf of an undisclosed principal. The register of members records the nominee as the legal owner. There is no flag or notation. The PSC register may or may not capture the principal, depending on whether the principal crosses the 25% threshold and whether the company has filed correctly. The report identifies structural signals — such as a registered shareholder that is a professional nominee company — and states the limit of what can be established.
How current is the register of members? The register of members must be updated when a transfer is registered. For most private companies, this happens when a stock transfer form is processed. There is no statutory deadline for updating the register following a transfer, beyond the obligation to reflect the position in the next confirmation statement. The report states the date of the most recent filed document and notes any apparent lag.
Can a minority shareholder enforce rights against the majority? This is a legal question, not a question the register answers. The report establishes the shareholding structure and the rights attached to each class as filed. It does not assess enforceability or advise on remedies. For advice on shareholder rights and remedies, contact info@vlolawfirm.com.
What does the Extended tier add over Standard? The Extended tier covers the full filing history rather than the most recent documents. It cross-references PSC entries against the register of members across all filed confirmation statements, identifies every change in the control structure since incorporation, and produces a written assessment of what the record shows and where it becomes silent. It is appropriate where the ownership history is material to the transaction or where the current structure has changed significantly since incorporation.
Sources:
Companies House — https://find-and-update.company-information.service.gov.uk — extracted 2026-09-10
Companies House PSC register — https://find-and-update.company-information.service.gov.uk — extracted 2026-09-10
Companies House register of charges — https://find-and-update.company-information.service.gov.uk — extracted 2026-09-10
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Disclaimer: This report is a factual compilation from official registers and public sources. It is provided for informational purposes only, does not constitute legal advice, and contains no legal qualification of the facts established. VLO Law Firm assumes no liability for actions taken or not taken based on this material. For advice regarding your particular situation, please contact info@vlolawfirm.com.
Author: James Whitfield — Partner, UK & Common Law, VLO Law Firm
