A reorganisation changes who controls a company. The question is what the official record shows after that change — and where the record stops.
Companies House is the primary source for post-reorganisation structure in England and Wales. It holds the current confirmation statement, the register of persons with significant control (PSC register), filed articles of association, and the full history of officer appointments. The angle here is control: who holds it, on what terms, and what the shareholder can enforce against the record.
What the record showsCurrent shareholders with share classes and nominal holdings; persons with significant control by name and nature of control; directors and secretaries in post; filed articles of association. Source: Companies House · verified 2026-10-10 Access conditionThe Companies House register is publicly accessible. No registration is required to search by company name or number. Source: Companies House · verified 2026-10-10 What the record does not showBeneficial ownership beyond the PSC threshold; trust arrangements; nominee relationships; economic terms of any shareholders' agreement. Source: Companies House · verified 2026-10-10 Post-reorganisation lagA confirmation statement must be filed within 14 days of the review period end date. Structural changes made during a reorganisation appear on the public record only after that filing. Source: Companies Act 2006, s. 853A · verified 2026-10-10This register is public and free of charge. What the report provides is the removed path: company number identification, document retrieval across multiple filing dates, cross-referencing of PSC entries against historical confirmation statements, language and structural analysis, and a consolidated output with source attribution.
A reorganisation in England and Wales typically involves one or more of the following: share transfer, share allotment, change of directors, amendment of articles, or a statutory merger or demerger. Each event generates a discrete filing obligation. The post-reorganisation record is therefore a composite of several documents, not a single updated entry.
The confirmation statement (form CS01) is the primary snapshot. It records the current share capital, shareholder names, share classes, and PSC entries as at the confirmation date. After a reorganisation, the first confirmation statement filed after the effective date is the authoritative post-event record.
The PSC register records any individual or legal entity that holds more than 25% of shares or voting rights, or that otherwise exercises significant influence or control. Where a reorganisation introduces a new holding company or shifts a controlling stake, the PSC entry must be updated within 14 days of the change becoming known to the company.
Filed articles of association govern the rights attached to each share class. Where a reorganisation creates new share classes — preference shares, non-voting shares, shares with weighted voting — the amended articles are the source document for shareholder rights. Companies House holds every version of the articles filed since incorporation.
Source: Companies House · extracted 2026-10-10
The confirmation statement records shareholders by name and share class. It does not record the price paid, the date of transfer between private parties, or any conditions attached to the transfer. A share transfer form (stock transfer form J30) is not filed at Companies House; it is held by the company itself.
Where shares are held through a nominee, the confirmation statement shows the nominee's name. The beneficial owner behind the nominee does not appear unless that person also qualifies as a PSC. This is a structural ceiling of the public record, not a gap in the filing.
Where a reorganisation involved a court-approved scheme of arrangement under Part 26 of the Companies Act 2006, the court order and the scheme document are filed at Companies House and form part of the public record. These documents set out the terms of the structural change in full.
Source: Companies House · extracted 2026-10-10
The PSC register was introduced by the Small Business, Enterprise and Employment Act 2015 and has been mandatory since April 2016. It captures control that does not appear in the shareholder register: voting agreements, rights to appoint or remove a majority of directors, and rights to exercise significant influence over the company.
After a reorganisation, the PSC register must reflect the post-event control position. Where a new parent company becomes the PSC, the entry records the parent's name, registered number, and registered office. The chain stops at the first registrable entity; the ultimate beneficial owner of that entity is not recorded unless a separate PSC entry applies.
For reorganisations involving corporate PSCs registered outside the UK, the entry records the foreign entity's details. The public record does not extend to the ownership of that foreign entity. Establishing the chain beyond that point requires registry access in the relevant foreign jurisdiction.
Source: Companies House · extracted 2026-10-10
Every amendment to the articles of association requires a special resolution and a filing at Companies House within 15 days. The filed articles are the definitive statement of shareholder rights: voting rights, dividend rights, liquidation preference, drag-along and tag-along provisions if included in the articles.
Shareholders' agreements are private contracts. They are not filed at Companies House and do not appear in the public record. Where a shareholders' agreement modifies or supplements the rights in the articles, that modification is invisible to the public record. The report identifies the articles as filed; it does not reconstruct the terms of any private agreement.
Special resolutions passed in connection with a reorganisation — approving a reduction of capital, disapplying pre-emption rights, or authorising a share allotment — are filed at Companies House and form part of the documentary record. These resolutions are retrievable by filing date and provide a contemporaneous account of the decisions taken.
Source: Companies House · extracted 2026-10-10
Companies House shows the formal legal structure as filed. It does not show economic reality where that reality diverges from the filed record.
The following are not visible in the public record:
Where a reorganisation involved a reduction of capital confirmed by the court, the court order is filed. Where it was a solvency statement reduction, the solvency statement and the special resolution are filed. In both cases, the filed documents show the mechanism but not the commercial rationale.
The confirmation statement reflects the position as at the confirmation date. A structural change made after that date but before the next confirmation statement is not yet on the public record. The report states the date of the most recent confirmation statement and identifies any gap between that date and the date of the report.
The PSC register records the first registrable entity in the chain. Where that entity is a foreign company, the chain from that point requires separate registry work in the foreign jurisdiction. The report names the point at which the English record stops and identifies the foreign jurisdiction involved.
Source: Companies House · extracted 2026-10-10
A reorganisation generates multiple filings across a short period. Inconsistencies between filings are a recognised indicator of filing error or of a change that was not completed as planned.
The following mismatches are checked as part of the report:
Where a mismatch is found, the report records it as a factual discrepancy between filed documents. No legal qualification of the discrepancy is provided.
Source: Companies House · extracted 2026-10-10
| Tier | Price | What is included | Not included |
|---|---|---|---|
| Signal | €890 | Current confirmation statement; PSC register entries; current directors and officers; registered office and company status; identification of share classes on record | Historical confirmation statements; filed resolutions; articles of association; cross-referencing of PSC entries against filing history; discrepancy check |
| Standard | €1,900 | All Signal content; full filing history for the reorganisation period; retrieval and review of amended articles; all filed resolutions; PSC chain analysis to the first foreign entity; discrepancy check across filings | Ownership structure of any foreign PSC entity; shareholders' agreement terms; beneficial ownership below PSC threshold |
| Extended | €4,200 | All Standard content; parallel registry work in up to two foreign jurisdictions for corporate PSC entities; cross-border chain analysis; consolidated structural map with source attribution for each node; written summary of the ceiling of the record at each point in the chain | Shareholders' agreement terms; beneficial ownership held through nominees below PSC threshold; legal qualification of findings |
What is the difference between the shareholder register and the PSC register? The shareholder register records legal ownership of shares. The PSC register records control, which may be exercised without share ownership — through voting agreements, director appointment rights, or other means. After a reorganisation, both registers must be updated. They can show different persons in control.
How quickly does a structural change appear on the public record? A PSC change must be notified to Companies House within 14 days of the company becoming aware of it. A confirmation statement must be filed within 14 days of the end of the review period. In practice, the public record may lag the effective date of a reorganisation by several weeks.
Does the report cover the ownership of a foreign holding company introduced by the reorganisation? The Signal and Standard tiers cover the English record to the point where the chain reaches a foreign entity. The Extended tier includes parallel registry work in up to two foreign jurisdictions. Beyond those jurisdictions, the chain is identified but not traced.
What if the articles of association have not been updated after the reorganisation? The report retrieves the most recently filed version of the articles. If the articles predate the reorganisation and no amendment has been filed, that fact is recorded. The report does not assess whether the articles are consistent with the post-reorganisation structure; that assessment is a legal qualification outside the scope of this product.
Can the report identify whether a shareholders' agreement exists? No. Shareholders' agreements are private contracts and are not filed at Companies House. The report cannot confirm or deny the existence of a shareholders' agreement. Where filed resolutions reference a shareholders' agreement, that reference is noted.
Companies House — https://find-and-update.company-information.service.gov.uk — extracted 2026-10-10
Companies Act 2006 (Part 21A — PSC register; Part 26 — schemes of arrangement; s. 853A — confirmation statements) — verified 2026-10-10
Small Business, Enterprise and Employment Act 2015 (PSC regime, in force April 2016) — verified 2026-10-10
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