In England and Wales, the question of who controls a company and who can bind it are answered by two separate layers of the public record. The first layer is the register of directors and persons with significant control (PSC). The second is the company's own constitutional documents — the articles of association and any shareholders' agreement filed at Companies House. Control, in the statutory sense, runs through both layers simultaneously.
An authorised representative is the person or entity empowered to act on behalf of the principal in a defined capacity. In the English corporate context that capacity is defined partly by statute, partly by the articles, and partly by any power of attorney or board resolution on file. Companies House holds all three categories of document. What it does not hold is the operational scope of any authority granted informally or outside the filed record.
What the register showsDirectors by name and appointment date; persons with significant control by name, nature of control and date of notification; filed articles of association; certified copies of resolutions. Source: Companies House · verified 2026-09-01 Access conditionThe public register is accessible without registration. Certified copies of specific documents carry a fee set by the registrar and published in the Companies House tariff. Coverage levelLevel A — England and Wales. The same register covers companies incorporated under the Companies Act 2006 registered in England and Wales. What the register does not showShareholders' agreements that are not filed; informal delegations of authority; the operational scope of a power of attorney not registered at Companies House; beneficial interests held through nominee arrangements not disclosed under PSC rules.Source: Companies House · verified 2026-09-01
Who appears on the Companies House record as an authorised representative
The statutory framework distinguishes three categories of person whose authority is on the public record.
Directors are the primary authorised representatives of a company incorporated in England and Wales. Every director's name, service address, date of appointment and — where the director is a corporate entity — its registered number must appear on the register. A director's authority to bind the company derives from the Companies Act 2006 and from the articles; neither document is confidential.
Persons with significant control are not authorised representatives in the agency sense, but they are the persons whose control over the company is required by statute to be disclosed. A PSC is defined by reference to five conditions: holding more than 25% of shares, holding more than 25% of voting rights, holding the right to appoint or remove a majority of directors, having the right to exercise or actually exercising significant influence or control, and exercising that influence or control over a trust or firm that would itself meet one of the first four conditions. Each condition is recorded separately on the PSC register.
Corporate directors and secretaries are entities rather than individuals. Where a corporate director is appointed, the register records the corporate name and registered number. The natural persons behind that corporate director are not visible at Companies House unless they are themselves registered as PSCs of the appointing company.
Source: Companies House · verified 2026-09-01
The articles of association and filed resolutions
The articles of association govern the internal distribution of authority. A company may restrict or extend the authority of its directors beyond the statutory default. Those restrictions and extensions are on the public record from the moment the articles are filed.
Board resolutions that alter the articles, approve a significant transaction, or grant a specific authority — for example, a resolution authorising a named individual to execute a particular class of contract — may be filed at Companies House. Where they are filed, they form part of the retrievable record. Where they are not filed, they are not visible.
A shareholders' agreement is a private contract. It is not required to be filed. Its existence may be disclosed in the articles by a reference to a separate agreement, but its terms are not on the public record. This is a structural ceiling, not a gap in the retrieval process.
Source: Companies House · verified 2026-09-01
Persons with significant control: what the register records and what it does not
The PSC register was introduced by the Small Business, Enterprise and Employment Act 2015 and is maintained under Part 21A of the Companies Act 2006. Every company incorporated in England and Wales must keep its own PSC register and file a confirmation statement that reflects it at Companies House.
The register records the PSC's name, service address, country of residence, nationality, date of birth (month and year only), date of becoming a PSC, and the nature of control. It does not record the economic value of the interest, the terms on which control is exercised, or the identity of the ultimate natural person where the PSC is itself a legal entity.
Where a company has no registrable PSC — because no individual or legal entity meets any of the five conditions — the register must state that fact explicitly. A blank PSC register is not a valid filing; the company must record either a PSC or a statement of no registrable persons.
The interaction between the PSC register and nominee arrangements is a known structural limitation. A nominee shareholder who holds shares on behalf of a beneficial owner and who exercises no independent discretion over voting may not meet the PSC conditions in their own right. The beneficial owner behind the nominee may or may not be separately registered. This analysis requires examination of the filed confirmation statements and any associated RLE (relevant legal entity) entries, not only the PSC register in isolation.
Source: Companies House · verified 2026-09-01
The limit of what the sources allow
Companies House is a filing registry, not a verification body. It records what has been filed. It does not verify the accuracy of what is filed, and it does not investigate discrepancies between the filed record and the operational reality of the company.
The following categories of information are outside the ceiling of what the public record shows:
The identity of the beneficial owner where the chain runs through a corporate PSC registered in a jurisdiction that does not maintain a public beneficial ownership register. The chain can be traced to the corporate PSC; it stops there unless the corporate PSC's home jurisdiction provides its own public record.
The terms of any shareholders' agreement. The existence of such an agreement may be inferred from the articles; its content is not on the public record.
The scope of any authority delegated by the board to a named individual below director level, unless that delegation is recorded in a filed resolution.
The current operational status of a filed power of attorney. A power of attorney may be filed at Companies House as a document, but its revocation is not automatically recorded unless a further document is filed.
The financial position of the company in real time. Filed accounts are historical. The most recent set of accounts on file may be up to nine months old at the point of retrieval, depending on the company's accounting reference date and filing deadline.
An absence of adverse entries in the register — no disqualified directors, no winding-up orders, no charges — reflects the state of the filed record at the date of retrieval. It does not constitute a guarantee of the company's current standing.
Source: Companies House · verified 2026-09-01
Where the sources disagree
The PSC register and the confirmation statement are filed at different intervals. A PSC change must be notified to Companies House within 14 days of the company becoming aware of it. The confirmation statement is filed annually. In the interval between a PSC notification and the next confirmation statement, the two documents may show different states of the register.
The register of directors and the company's own internal register may diverge where a director has resigned but the company has not yet filed the relevant form. The public record reflects the filing date, not the effective date of resignation.
Filed accounts and the company's actual financial position diverge by definition. Accounts are prepared to a reference date and filed after that date. The gap between the reference date and the retrieval date can exceed twelve months in the case of a company that files late and has not yet been subject to enforcement action by the registrar.
Where these divergences are material to the purpose of the report, they are identified and sourced in the analysis.
What is included at each tier
| Tier | Price | What is included | Not included |
|---|---|---|---|
| Signal | €1,350 | Director register extraction; PSC register extraction; confirmation statement review; articles of association retrieval; identification of corporate PSCs and RLE entries; summary of the nature of control recorded for each PSC; identification of any statement of no registrable persons; written summary with source citations | Shareholders' agreement analysis; tracing of corporate PSC chains beyond the first filing jurisdiction; charge register analysis; filed accounts review; disqualification register check |
| Standard | €2,850 | All Signal content; charge register extraction and summary; filed accounts review (most recent two sets); disqualification register check for all named directors; tracing of corporate PSC chains to the second filing jurisdiction where a public record exists; identification of divergences between PSC register and confirmation statement; written analysis with source citations and divergence section | Shareholders' agreement analysis; legal opinion on the scope of authority; tracing beyond the second jurisdiction; court record search |
| Extended | €6,300 | All Standard content; tracing of corporate PSC chains to the third filing jurisdiction where a public record exists; court record search at Companies Court and High Court (Chancery Division) for winding-up petitions and judgments; review of all filed resolutions for the past five years; analysis of the interaction between the PSC register and any nominee arrangements disclosed in the filed record; written report with full source citations, divergence section and structural ceiling statement | Legal advice; shareholders' agreement content (not on public record); operational authority below director level unless filed; real-time financial position |
FAQ
What is the difference between a director and a person with significant control in England and Wales? A director is an authorised representative: they can bind the company in transactions and sign documents on its behalf. A PSC is a person whose control over the company meets one or more of the five statutory conditions. A director may also be a PSC, but the two categories are defined independently. A PSC who is not a director has no authority to act on behalf of the company unless separately authorised.
Does Companies House show the beneficial owner of a company in England and Wales? The PSC register is designed to identify the beneficial owner at the level of the registrable person. Where the PSC is a natural person, the register records their name and nature of control. Where the PSC is a legal entity — a corporate PSC — the register records the entity, not the natural persons behind it. Tracing beyond the corporate PSC requires examination of that entity's own home register.
Can a shareholders' agreement override the authority shown in the Companies House record? A shareholders' agreement is a private contract between shareholders. It is not filed at Companies House and is not part of the public record. Its terms can restrict or extend the authority of directors as between the parties, but those terms are not visible from the public record. The filed articles govern what is on record; the shareholders' agreement governs what is not.
How current is the Companies House record? The register reflects filings as received. A director appointment or PSC change must be filed within 14 days of the event. Accounts must be filed within nine months of the accounting reference date. The record at any point of retrieval reflects the most recent filings, not the current operational state of the company.
What does an absence of adverse entries in the register mean? An absence of adverse entries — no disqualification orders, no winding-up petitions on the register, no unsatisfied charges — reflects the state of the filed record at the date of retrieval. It does not constitute a verification of the company's current standing or financial health.
Sources
Companies House — https://find-and-update.company-information.service.gov.uk — verified 2026-09-01
The Insolvency Service (disqualified directors register) — https://www.insolvency.service.gov.uk/IESdocs/disqualifiedDirectors.htm — verified 2026-09-01
Companies Act 2006, Part 21A (PSC register provisions) — verified 2026-09-01
Small Business, Enterprise and Employment Act 2015 — verified 2026-09-01
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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
