Who controls the company on the other side of a shareholders agreement is a question of record, not inference. In England and Wales, the answer sits across several official sources — each with a defined depth, a defined cost, and a defined blind spot. This page maps those sources before any payment is made.
Control, in the Companies House framework, is disclosed through two parallel channels: the register of members (who holds shares and in what proportion) and the PSC register (who exercises significant control). The two do not always point to the same person.
Register of membersNames and share classes of all registered shareholders. Source: Companies House / company's own statutory register · verified 2026-09-15 PSC registerPersons with significant control: ownership above 25 %, voting rights above 25 %, or right to appoint or remove a majority of directors. Source: Companies House PSC register · verified 2026-09-15 Access conditionCompanies House filings are publicly accessible without registration. The PSC register is filed at Companies House and is publicly searchable. What neither source showsBeneficial ownership held through nominees, trust arrangements, or contractual control mechanisms that fall below the PSC disclosure threshold.Source: Companies House · extracted 2026-09-15
The Companies House register holds the filed constitutional documents, the confirmation statement, and the PSC register for every company incorporated in England and Wales. For a buyer verifying a counterparty before signing a shareholders agreement, the record establishes four things.
First, the legal shareholders as of the most recent confirmation statement. Second, the persons with significant control as self-reported by the company. Third, the current directors and their appointment history. Fourth, the filed accounts — which, for small and micro companies, may be abbreviated to the point of showing no revenue or cost data.
The confirmation statement is filed annually. The gap between the filing date and the date of verification can be up to twelve months. Changes in shareholding during that gap are not visible in the Companies House record until the next confirmation statement is filed — unless a separate stock transfer form or a court order has been lodged.
Source: Companies House — companies.gov.uk · extracted 2026-09-15
The PSC regime, introduced under the Small Business, Enterprise and Employment Act 2015, requires every UK private company to identify and file details of persons who meet one or more of five conditions. The conditions cover shareholding above 25 %, voting rights above 25 %, the right to appoint or remove a majority of directors, the right to exercise significant influence or control, and equivalent rights held through a trust or firm.
The register is filed at Companies House and is publicly searchable. A PSC entry names the individual, gives a service address, states the nature of control, and gives a date of registration.
Three structural limits apply.
One: the PSC regime captures control as the company reports it. There is no independent verification mechanism at the point of filing. A company that misreports its PSC is in breach of the Act, but the register itself does not flag the discrepancy.
Two: where control is exercised through a chain of corporate entities, the register identifies the first non-UK entity in the chain as a Relevant Legal Entity (RLE) rather than tracing to the natural person. The chain stops at the border.
Three: nominee arrangements and contractual control mechanisms — such as a side agreement giving a third party veto rights — are not captured by the PSC regime unless they meet the statutory threshold. A shareholder holding 24.9 % under a voting agreement with another party does not appear as a PSC on that basis alone.
Source: Companies House PSC register — companies.gov.uk · extracted 2026-09-15
Every company incorporated in England and Wales must file accounts at Companies House. The depth of disclosure depends on the size classification.
Large and medium companies file full statutory accounts including a profit and loss account, balance sheet, notes, and an auditor's report. Small companies may file abbreviated accounts — a balance sheet only, with no profit and loss account. Micro-entities may file a micro-entity balance sheet with minimal notes.
For a buyer assessing a counterparty before signing a shareholders agreement, the practical consequence is this: the majority of private limited companies in England and Wales qualify as small or micro. Their filed accounts do not show revenue, cost of sales, or operating profit. The balance sheet shows net assets and, in some cases, the broad composition of liabilities.
Where the counterparty is a subsidiary of a larger group, the subsidiary may file abbreviated accounts and rely on group-level disclosure. The group accounts are filed separately under the parent's registration number.
Source: Companies House — companies.gov.uk · extracted 2026-09-15
A discrepancy between the register of members and the PSC register is itself a finding. It does not necessarily indicate a filing error — it may reflect a legitimate structure where legal ownership and significant control are held by different parties. But it requires explanation before a shareholders agreement is signed.
Common patterns of disagreement include the following.
The register of members shows a corporate shareholder holding 30 %. The PSC register shows an individual as the person with significant control. The corporate layer is not explained in either filing.
The PSC register shows "no PSC" because the company has filed a statement that it has no registrable persons or entities. The register of members shows three shareholders each holding approximately 33 %. Whether any of them exercises control through other means is not visible in the Companies House record.
The confirmation statement shows a shareholding structure that differs from the structure described in a draft shareholders agreement presented by the counterparty. The discrepancy may be intentional — a restructuring in progress — or it may be an error. Either way, it is a question to resolve before signing.
The Companies House record establishes what has been filed. It does not establish what is true.
The PSC register captures control as the company self-reports it. There is no audit of PSC filings at the point of submission. A company that has not updated its PSC register following a change of control is in breach of the Act, but the register shows the last filed position, not the current one.
The register of members shows legal ownership. It does not show beneficial ownership held through nominees, trusts, or contractual arrangements. A nominee shareholder appears on the register in their own name. The beneficial owner does not appear at all unless they meet the PSC threshold and the company has filed correctly.
Filed accounts for small and micro companies do not show revenue or profitability. The financial position of the counterparty cannot be assessed from the Companies House record alone for the majority of private limited companies.
The chain of corporate ownership stops where the chain crosses a border. An English holding company whose parent is registered in a jurisdiction without a public beneficial ownership register will show the parent as an RLE. The natural person behind the parent is not visible in the Companies House record.
The ceiling of what the sources allow is stated before payment. What lies above that ceiling — nominee arrangements, cross-border chains, contractual control mechanisms — requires a different method of inquiry.
| Tier | Price | What is included | What is NOT included |
|---|---|---|---|
| Signal | €890 | Companies House company profile; current and historical directors; PSC register entries; confirmation statement (most recent); registered charges; basic flags on filing gaps or dormant status | Filed accounts; register of members (full); cross-border chain analysis; court record check; insolvency register check |
| Standard | €1,900 | All Signal content; filed accounts for the last three available periods; register of members as filed; cross-border chain traced to first non-UK entity; insolvency register check (England and Wales); county court judgments check | Beneficial ownership beyond PSC disclosure; trust arrangements; contractual control mechanisms; accounts for group entities outside England and Wales |
| Extended | €4,200 | All Standard content; group structure map including non-UK entities where public records exist; filed accounts for group parent where available; court record check across England and Wales; analysis of discrepancies between PSC register, register of members, and filed accounts; written summary of what the sources establish and where the chain stops | Nominee identification; trust deed review; legal advice; representation; any finding that requires access to non-public sources |
What is the difference between the PSC register and the register of members? The register of members shows who holds shares legally registered in their name. The PSC register shows who exercises significant control — which may be a different person, or the same person identified through a different route. Both are filed at Companies House. Neither captures beneficial ownership held below the PSC threshold or through nominee arrangements.
How current is the Companies House record? The confirmation statement is filed annually. It reflects the position as of the confirmation date, not the date of search. Changes in shareholding or PSC status between two confirmation dates are not visible in the public record unless a separate filing has been made. The gap can be up to twelve months.
Can the ownership structure of a private limited company be verified without the company's cooperation? The Companies House record is publicly accessible. It establishes what has been filed. What has not been filed — or what has been filed incorrectly — is not visible from the public record alone. Verification of beneficial ownership beyond the PSC threshold requires access to sources outside Companies House.
What does "no PSC" on the register mean? A company may file a statement that it has no registrable persons or entities with significant control. This is a valid filing where no individual or entity meets the statutory thresholds. It does not mean the company has no controlling shareholder — it means no shareholder meets the defined conditions. A structure where three shareholders each hold approximately 33 % may legitimately produce a "no PSC" filing.
What is included in the Extended tier that is not in Standard? The Extended tier adds a group structure map for non-UK entities where public records exist, a court record check across England and Wales, filed accounts for the group parent where available, and a written analysis of discrepancies between the PSC register, the register of members, and the filed accounts. It does not include nominee identification, trust deed review, or legal advice.
Sources
Companies House — companies.gov.uk — extracted 2026-09-15
Companies House PSC register — companies.gov.uk/psc — extracted 2026-09-15
The Small Business, Enterprise and Employment Act 2015 (PSC regime) — legislation.gov.uk — extracted 2026-09-15
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