Answer
Does a new investor become a PSC?
Does an investor become a person with significant control?
An investor becomes a person with significant control if they hold more than 25% of the shares or voting rights, or can appoint or remove a majority of the directors, or can influence or control the company. Companies House guidance says the company must record them and report the change within 14 days.
Last reviewed 28 October 2026. Written by HAM Agency.
A round changes who owns the company, and the public register is expected to change with it. Whether it does depends on how big the new holding is and what comes with it.
What counts as significant control
Companies House says a person with significant control, a PSC, is usually anyone who:
- has more than 25% of the shares or voting rights in the company
- can appoint or remove a majority of the directors
- can influence or control the company or a trust
The guidance adds that the last condition applies only in limited circumstances, and points to the full PSC guidance for those. So the shareholding is the test most investors meet, but it isn't the only one. The right to appoint or remove directors is a test of its own, whatever the percentage.
Companies House says to check the register of members for shares and voting rights, and the articles of association for the rights that come with the shares. That is your own paperwork, not the public register.
What the company records
For each PSC the company confirms certain details first, then sends them to Companies House. They include the person's name, date of birth, nationality and country of residence, a service address, the date they became a PSC and every nature of control that applies.
The register shows the holding as a band, not a number.
| Band shown on the register |
|---|
| Over 25% up to and including 50% |
| More than 50% and less than 75% |
| 75% or more |
The bands start above 25%. The other tests don't depend on the size of the holding.
Timing
GOV.UK says the company must tell Companies House within 14 days if there are changes to its people with significant control. Companies House says the same about a change in nature of control. Share allotments have their own deadline: GOV.UK says to tell Companies House within a month if you issue more shares. The cap table article covers that filing.
The PSC also has a job to do. Companies House says that someone who becomes a PSC must verify their identity and give their personal code to Companies House, within a 14 day period whose dates depend on their situation. The identity verification guidance says verification became a legal requirement from 18 November 2025, and gives the ways to do it, including through an accountant or solicitor acting as an authorised agent.
If a PSC doesn't respond to the company's notice within a calendar month, or gives false information, Companies House says that is a criminal offence. A company that can't identify a PSC has to say so. The PSC section of the register can't be left blank.
What to do before the round closes
- Work out each investor's holding after the round, in shares and in votes.
- Read the articles and any investor agreement for rights to appoint or remove directors.
- Decide who sends the details and the notice, and who files the change.
- Tell each investor early that identity verification is coming.
Whether a particular investor is a PSC is a legal question. Your solicitor or company secretary confirms it, and your accountant confirms the tax side. What you can do is have the cap table and the register agree, which Raise Ready builds with you. The wider checklist is in the seed data room checklist.
Questions
Is an investor with exactly 25% a person with significant control?
The Companies House guidance says a person with significant control usually holds more than 25% of the shares or voting rights. That wording is about more than 25%, so the exact figure matters. Voting rights and the right to appoint directors are tested separately. Your solicitor confirms how the test applies to your articles.
Do the bands on the register show the exact percentage?
No. Companies House asks the company to record the level of shares and voting rights within three bands: over 25% up to and including 50%, more than 50% and less than 75%, and 75% or more. The exact holding sits in your own register of members and cap table.
Does the investor have to do anything?
Companies House guidance says a person who becomes a PSC must verify their identity and give their personal code to Companies House within a 14 day period. The dates depend on the person's situation, so read the guidance on when to verify. The company must also send the notice the guidance describes if it needs information from them.
Does Raise Ready decide who the PSCs are?
Raise Ready lays out the cap table and the register side by side and flags where they disagree. It doesn't give legal, tax or investment advice, and it doesn't file anything for you. Your solicitor or company secretary confirms who is a PSC and files the change.