Before signing a shareholders agreement, the question is not who appears on the cap table. The question is who controls the company and what that control is worth enforcing. England and Wales answer that question through a layered set of official registers — each with its own scope, its own access conditions, and its own ceiling.
Control in an English company is visible at two levels. The first is the statutory layer: directors at Companies House, persons with significant control on the PSC register. The second is the contractual layer: shareholder agreements, articles of association, and any side arrangements filed or unfiled. The statutory layer is open. The contractual layer is not.
Statutory directorsNamed on the Companies House register with appointment date and correspondence address. Source: Companies House · verified 2026-09-15 Persons with Significant ControlNamed on the PSC register with nature of control and notification date. Source: Companies House PSC register · verified 2026-09-15 Filed accountsAvailable at Companies House for most companies; micro and small companies file reduced formats. Source: Companies House · verified 2026-09-15 Access conditionCompanies House data is publicly accessible under OGL v3.0. Redistribution with attribution is permitted. What the register does not showUnfiled shareholder agreements, side letters, nominee arrangements, and trust structures sitting above the registered holder.Source: Companies House · extracted 2026-09-12
Who controls the company: the statutory picture
Companies House holds the public record of every company incorporated in England and Wales. The register names current and resigned directors, their appointment and resignation dates, and their correspondence addresses. Residential addresses are suppressed by default but can be the subject of a court order.
The PSC register sits alongside the directors register. It names every individual or legal entity that holds more than 25 percent of shares or voting rights, or that otherwise exercises significant influence or control. The entry states the nature of control — shares, voting rights, or the right to appoint or remove a majority of the board.
Both registers are updated by the company itself. Filings are accepted by Companies House without independent verification of accuracy. A discrepancy between the PSC register and the actual ownership structure is not detected at the point of filing.
Source: Companies House PSC register · extracted 2026-09-12
What the filed documents add
Beyond the register entries, Companies House holds the documents filed by the company over its lifetime. These include:
- Confirmation statements, which carry the current share structure and shareholder list
- Annual accounts, in the format required for the company's size category
- Articles of association, as adopted and as amended
- Charges register entries, showing secured creditors and the assets charged
The articles of association are the most relevant document for a shareholder agreement review. They govern voting thresholds, reserved matters, and the mechanism for appointing and removing directors. A shareholders agreement that conflicts with the articles, or that is silent where the articles are restrictive, creates a gap that matters at the point of enforcement.
Charges register entries establish whether assets are encumbered. A company with a fixed and floating charge granted to a lender operates under constraints that do not appear in the share register.
Source: Companies House filing history · extracted 2026-09-12
Court records and enforcement history
The Insolvency Service and Companies Court maintain records of winding-up petitions, administration orders, and disqualification proceedings. These records are separate from Companies House and require separate retrieval.
Director disqualification orders are held on the Disqualified Directors register. A disqualified director who continues to act as a director commits a criminal offence. The register is searchable by name.
County Court judgments against the company are held by Registry Trust. A judgment creditor who has not enforced may not appear in any Companies House filing. The judgment itself is a matter of public record.
Insolvency proceedings — administration, liquidation, and voluntary arrangements — are published in the London Gazette. A search of the Gazette by company name and number establishes whether any notice has been published. A negative result does not guarantee that no application has been filed; it establishes only that no notice has been published as of the search date.
Source: Insolvency Service disqualified directors register · extracted 2026-09-14 Source: Registry Trust · extracted 2026-09-14 Source: London Gazette · extracted 2026-09-14
The contractual layer: what the register does not reach
The statutory registers record what the company has filed. They do not record what the shareholders have agreed privately.
A shareholders agreement is a contract between shareholders. It is not filed at Companies House. Its existence may be referenced in the articles of association, or it may not be referenced at all. The register does not confirm whether a shareholders agreement exists, what it contains, or whether it has been amended.
Side letters between shareholders, nominee declarations, and trust deeds sit in the same position. They are private documents. Their existence is not verifiable from the register alone.
The practical consequence: the PSC register may name an individual as the person with significant control. That individual may hold their interest through a nominee. The nominee arrangement is not visible in the register. The PSC register records the notified position, not the verified position.
Timeline: what drives turnaround
Companies House returns most register data in real time through its API. Filed documents — accounts, confirmation statements, articles — are available for download within the same session. There is no waiting period for the statutory layer.
Court record retrieval adds time. Registry Trust searches return results within a defined period. Insolvency Service searches operate on a similar basis. London Gazette searches are immediate.
The variable in turnaround is not the registry. It is the volume of entities in the corporate chain. A company with a single individual PSC and no subsidiaries resolves quickly. A company whose PSC is itself a company — which in turn has a PSC that is a further company — requires a step-by-step trace through each layer. Each layer is a separate Companies House search. Each foreign entity in the chain requires a separate search in the relevant jurisdiction.
England and Wales is the starting point. The chain may not end there.
The limit of what the sources allow
Companies House is an open register. The data is public, the access is free, and redistribution under OGL v3.0 is permitted. What the register does not do is verify the accuracy of what has been filed.
The PSC register records the notified position. It does not record the verified position. A company that has not complied with its PSC notification obligations will show an incomplete or inaccurate entry. Companies House does not audit compliance.
The articles of association on file are the articles as last amended and filed. If the company has passed a special resolution amending the articles but has not yet filed the amended version, the filed version is out of date. The filing deadline is 15 days from the resolution. The gap is real.
Unfiled shareholders agreements are not visible. Their existence cannot be confirmed or denied from the register. The register establishes the statutory position. It does not establish the contractual position.
Foreign entities in the chain are outside the scope of Companies House entirely. A PSC that is a BVI company, a Delaware LLC, or a Cayman trust does not have a corresponding public register entry that resolves to an individual. The chain stops at the foreign entity unless a separate jurisdiction search is commissioned.
The ceiling of what the sources allow is stated before payment.
Where the sources disagree
A confirmation statement and a set of accounts filed in the same period may show different shareholder positions. The confirmation statement reflects the position at the confirmation date. The accounts reflect the position at the accounting reference date. If a share transfer occurred between those two dates, the two documents will differ.
A PSC entry and a confirmation statement may also differ. The PSC register is updated by a separate filing from the confirmation statement. A shareholder who crossed the 25 percent threshold but whose PSC notification has not yet been filed will appear in the confirmation statement but not in the PSC register.
These discrepancies are not errors in the usual sense. They are timing artefacts of a self-reported system. Identifying them is part of the analytical work.
Scope and fixed price
| Tier | Price | What is included | What is NOT included |
|---|---|---|---|
| Signal | €1,350 | Current directors and PSC entries; confirmation statement; charges register; disqualified directors check; London Gazette insolvency search | Filed accounts; articles of association; court judgment search; foreign entity trace |
| Standard | €2,850 | All Signal items; filed accounts for the last three years; articles of association as filed; Registry Trust judgment search; one-level PSC chain trace | Foreign entity trace beyond the first layer; shareholder agreement review; litigation history |
| Extended | €6,300 | All Standard items; full PSC chain trace across all layers including foreign jurisdictions where public registers exist; cross-referenced discrepancy analysis; litigation and enforcement history across available court records | Documents not filed at Companies House; private shareholder agreements; nominee declarations; trust deeds; jurisdictions where no public register exists |
FAQ
What does the PSC register actually confirm? The PSC register confirms what the company has notified to Companies House. It records the name, nature of control, and notification date of each person with significant control. It does not confirm that the notified position is accurate, complete, or current. Compliance with PSC notification obligations is the company's responsibility, not Companies House's.
Can a shareholders agreement override the articles of association? A shareholders agreement operates as a contract between the parties to it. The articles of association bind the company and all shareholders. Where the two conflict, the position depends on the specific terms and the applicable law. This report establishes what the articles say and whether a shareholders agreement is referenced. It does not provide a legal opinion on the interaction between them.
How far back do the filed accounts go? Companies House holds filed accounts from incorporation. For most companies, this means accounts are available for the full life of the company. Micro and small companies file reduced formats that may not include a profit and loss account. The Standard and Extended tiers cover the last three years of filed accounts.
What happens when the PSC is itself a company? The chain is traced one level at a time. Each entity in the chain that is registered in England and Wales is searched at Companies House. Each entity registered in a foreign jurisdiction requires a separate search in that jurisdiction. The Extended tier covers this trace where public registers exist. Where no public register exists, the chain is documented as stopping at that entity.
How long does the report take? The statutory layer — directors, PSC, charges, confirmation statement — resolves within one to two working days. Court record retrieval adds one to two days. A multi-layer PSC chain trace depends on the number of layers and the jurisdictions involved. Estimated turnaround is confirmed at the point of instruction.
Sources:
- Companies House — https://find-and-update.company-information.service.gov.uk — extracted 2026-09-12
- Companies House PSC register — https://find-and-update.company-information.service.gov.uk — extracted 2026-09-12
- Insolvency Service disqualified directors register — https://www.insolvency.gov.uk/IESdatabase/viewdirectorsummary-new.asp — extracted 2026-09-14
- Registry Trust — https://www.registrytrust.org.uk — extracted 2026-09-14
- London Gazette — https://www.thegazette.co.uk — extracted 2026-09-14
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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
