The registered shareholder on the Companies House record is not always the person who controls the shares. In England and Wales, nominee arrangements are lawful and common. The register names the nominee. It does not name the beneficial owner behind that nominee unless a separate disclosure obligation applies.
Control, in this context, means the ability to instruct the nominee, receive dividends, and exercise voting rights. That relationship is governed by a private declaration of trust. The declaration sits outside the public record.
What the register showsThe name and address of the registered shareholder, the number and class of shares held, and the date of registration. Source: Companies House — verified 27.09.2026 What the PSC register showsPersons with significant control: individuals or legal entities holding more than 25% of shares or voting rights, or otherwise exercising significant influence or control. Source: Companies House PSC register — verified 27.09.2026 What neither register showsThe existence of a nominee arrangement, the identity of the beneficial owner behind a nominee below the PSC threshold, or the terms of any declaration of trust. Access conditionCompanies House filings are publicly accessible without registration. No national identifier is required from a foreign applicant.The register of members is a statutory record maintained by the company. It names every registered shareholder. It records the number of shares held, the class of those shares, and the date on which the holding was entered.
The register does not record the capacity in which the shareholder holds. A nominee and a beneficial owner appear identically on the face of the register. There is no statutory field for "nominee" or "held on trust."
Companies House holds the confirmation statement, which incorporates a snapshot of the register of members. For private companies, this snapshot lists shareholders by name and share count. It does not distinguish nominees from beneficial owners.
Source: Companies House · extracted 27.09.2026
The Persons with Significant Control register was introduced under the Small Business, Enterprise and Employment Act 2015. It requires companies to identify and record individuals or entities that meet one or more of five conditions:
The PSC register is filed at Companies House and is publicly accessible.
The ceiling of the PSC register is structural. It captures control above the 25% threshold. A beneficial owner holding exactly 25% or less through a nominee does not appear. A chain of nominees each holding small parcels may collectively represent a controlling interest without any single entry triggering the threshold.
The register also records "registrable relevant legal entities" — corporate PSCs. Where a corporate entity is the PSC, the register names that entity. It does not look through to the individuals behind it unless those individuals themselves meet the conditions at the company level.
Source: Companies House PSC register · extracted 27.09.2026
A nominee shareholder holds shares registered in their name for the benefit of another person. The arrangement is created by a declaration of trust or a nominee agreement. Both are private documents. Neither is filed at Companies House.
The nominee has no beneficial interest in the shares. Dividends, voting instructions, and proceeds of sale pass to the beneficial owner under the terms of the agreement. The nominee acts on instruction.
This structure is used for a range of purposes: privacy, administrative convenience, holding shares on behalf of an employee share scheme, or as part of a broader corporate structure. The arrangement is not inherently suspicious. It is, however, invisible to the public register.
The Companies Act 2006 does not require a company to record nominee status in its register of members. A company may not even know that its registered shareholder is a nominee.
The confirmation statement (form CS01) is filed at least annually. It confirms that the information held at Companies House is accurate as of the confirmation date. For private companies, it includes a statement of capital and a list of shareholders.
The shareholder list in the confirmation statement names each registered holder and the number and class of shares held. It does not identify nominees. It does not cross-reference the PSC register.
Where a company has a single corporate shareholder — itself a nominee vehicle — the confirmation statement records that corporate entity. The chain above it is not disclosed unless a PSC filing captures it.
Source: Companies House · extracted 27.09.2026
Directors are appointed by shareholders. The register of directors at Companies House records the name, date of birth, nationality, and correspondence address of each director. It does not record who instructed the appointment.
Where a nominee shareholder holds a majority and votes to appoint a director, the public record shows the director's name. It does not show that the voting instruction came from a beneficial owner who does not appear on any register.
The combination of a nominee shareholder and a nominee-appointed director can place effective control entirely outside the public record, provided the beneficial owner remains below the PSC threshold or the PSC filing is incomplete.
Source: Companies House · extracted 27.09.2026
Companies House is a registration authority, not an investigative body. It records what is filed. It does not verify the accuracy of PSC filings. It does not audit nominee arrangements. It does not cross-check declarations of trust against the register of members.
The following cannot be established from the public record alone:
The PSC register is self-reported. A company that files an incorrect or incomplete PSC entry is in breach of the Companies Act 2006. That breach does not make the filed information accurate. It makes the discrepancy a finding in its own right.
Where the registered shareholder is a corporate entity, establishing the chain of ownership requires filing analysis across the jurisdictions in which each entity in the chain is incorporated. For entities incorporated outside England and Wales, Companies House holds no information on their internal ownership.
Source: Companies House · extracted 27.09.2026
A discrepancy between the PSC register and the register of members is itself a material finding. The following patterns recur in practice:
PSC register names an individual; the register of members names a corporate entity. This is structurally consistent if the individual controls the corporate entity. It requires verification across both records.
PSC register is blank or shows "no registrable persons." This entry is permissible where the company genuinely has no individual meeting the conditions. It is also filed, incorrectly, where a company has failed to identify its PSC. The two cases look identical on the public record.
PSC register names a corporate entity; that entity's own PSC register names another corporate entity. Each link in the chain requires a separate filing review. The chain may terminate in a jurisdiction that does not maintain a public beneficial ownership register.
The confirmation statement shareholder list and the PSC register name different parties at the same level. This may indicate a recent transfer not yet reflected in one filing, or a structural inconsistency requiring explanation.
Each discrepancy is recorded as a finding. The report does not resolve the discrepancy; it maps it.
| Tier | Price | What is included | Not included |
|---|---|---|---|
| Signal | €890 | Confirmation statement analysis; PSC register review; register of members snapshot; director appointment history; identification of nominee indicators and structural gaps | Declaration of trust review; cross-border chain analysis; legal qualification of findings |
| Standard | €1,900 | All Signal content; filing history review across available confirmation statements; corporate PSC chain analysis within England and Wales; discrepancy mapping between PSC register and register of members; written findings summary | Cross-border entity analysis outside England and Wales; legal advice; court record review |
| Extended | €4,200 | All Standard content; cross-border chain analysis for corporate PSCs incorporated outside England and Wales (up to three jurisdictions); director appointment pattern analysis; full discrepancy report with source citations | Legal qualification; representation; advice on enforcement of shareholder rights |
Does a nominee shareholder have to be disclosed anywhere? Not as a nominee. The registered shareholder's name appears on the register of members and the confirmation statement. If the nominee holds more than 25% of shares or voting rights, the beneficial owner behind them should appear on the PSC register. Below that threshold, no disclosure is required.
Can the PSC register be wrong? Yes. The PSC register is self-reported by the company. Companies House does not verify the accuracy of entries. An incorrect or missing PSC entry is a breach of the Companies Act 2006, but it does not correct itself. A discrepancy between the PSC register and the actual control structure is a finding, not a barrier to the analysis.
What does a declaration of trust look like on the public record? It does not appear on the public record. A declaration of trust is a private document between the nominee and the beneficial owner. It is not filed at Companies House. Its existence can sometimes be inferred from structural indicators in the filing history, but it cannot be confirmed from public sources alone.
Is the Companies House register free to access? The register is public and free of charge. What the report provides is the removed path: identification of the correct entity, cross-referencing of multiple filing types, language and structural analysis, and a written record of findings with source citations.
What happens if the corporate PSC is incorporated outside England and Wales? Companies House records the name and registered address of the corporate PSC. It holds no information on that entity's internal ownership. Establishing the chain above that entity requires analysis of the relevant foreign registry. The Extended tier covers up to three additional jurisdictions.
Sources: - Companies House — https://find-and-update.company-information.service.gov.uk — extracted 27.09.2026 - Companies House PSC register — https://find-and-update.company-information.service.gov.uk — extracted 27.09.2026 - Small Business, Enterprise and Employment Act 2015 — Part 7 (Transparency of ownership) — verified 27.09.2026 - Companies Act 2006 — Part 8 (A company's members) — verified 27.09.2026
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