A company has no registrable PSC when no individual meets any of the five conditions in Schedule 1A to the Companies Act 2006 and no registrable relevant legal entity sits above it. It must still say so: in its statement of initial significant control on formation, or by a notice under section 790LH within 14 days of first knowing or having cause to believe it. The duty to take reasonable steps to find PSCs continues, and the statement must be withdrawn as soon as it stops being true.

Tax investigation insurance from £108.75 a year (£9.06 a month).Pays up to £100,000 of your accountant's fees if HMRC opens an enquiry. No excess. Buy online in a few minutes.

See my price in 2 questionsHow the cover worksAccountant? Offer cover to your clientsor call 01795 841 310

When does a company genuinely have no registrable PSC?

An individual is a person with significant control if they meet one or more of the conditions in Part 1 of Schedule 1A: holding more than 25% of the shares, holding more than 25% of the voting rights, holding the right to appoint or remove a majority of the board, having the right to exercise or actually exercising significant influence or control, or controlling a trust or firm that meets one of those conditions. The full list is explained in persons with significant control.

A company has no registrable PSC only if none of those conditions is met by anyone who is registrable, and there is no registrable relevant legal entity (RLE). Typical cases include:

  • a company with many members, none holding more than 25%, such as a residents’ management company or a membership body limited by guarantee where each member has one vote;
  • a company whose shares are spread so that nobody exceeds 25%, provided no shareholders act together and nobody has board appointment rights or significant influence or control.

Government guidance gives the example of a company whose shareholders each hold too few shares, with no arrangements to exercise rights together and no other condition met: that company reports to Companies House that it has no PSCs.

Situations that are not “no PSC”

  • A UK parent company. A company owned by another UK company usually has a registrable RLE, because a legal entity is an RLE if it would be a PSC were it an individual and is subject to its own disclosure requirements (section 790C(6) and (7)). The parent is reported, not a “no PSC” statement.
  • Holdings that combine. Under paragraph 12 of Schedule 1A, shares held under a joint arrangement are treated as held by each party in combination. Two relatives with 20% each who always vote together under an agreement may each be a PSC; see when family members together count as a PSC.
  • Nominees. Shares registered to a nominee are looked through to the person behind them; see nominee shareholders.
  • Influence without shares. A founder with a small holding whose voting recommendations are always followed may meet the fourth condition; see the significant influence or control condition.

What statement must be filed, and when?

On formation, section 12A requires the statement of initial significant control to state whether anyone will be a registrable person or registrable RLE on incorporation. If the answer is no, and the company has no cause to believe anyone has become one since, no further notice is needed (section 790LH(4)).

After that, section 790LH(1) requires a company to give notice to the registrar if it knows or has cause to believe that there is no registrable person or registrable RLE. The notice must state that the company has that knowledge or cause to believe, give the date it first did so, and be delivered within 14 days beginning with that date. On paper this is form PSC08, using the company statement: “The company knows or has reasonable cause to believe that there is no registrable person or registrable relevant legal entity in relation to the company.” Only one statement may be ticked on each form. Companies House encourages online filing.

The typical trigger is a change of ownership: a sole PSC sells down to below 25% across several buyers, or a corporate parent sells its shares to a wide group of individuals. The company must also notify Companies House that the former PSC has ceased to be one, within 14 days of having confirmation, under section 790LF.

Worried about an HMRC check? Tax investigation insurance pays your accountant’s fees if HMRC opens an enquiry or compliance check. Solar Protect cover pays up to £100,000 with no excess. It never pays tax, interest or penalties.

From £108.75 a year (£9.06 a month) for individuals, £117.57 for sole traders and £207.50 for companies and partnerships, including IPT and the £20 admin fee.

See my price in 2 questions or call 01795 841 310.

★★★★★ Rated 4.9 out of 5 on Trustpilot from over 160 reviews

How is this different from a PSC the company cannot identify?

The “no PSC” statement means the company believes there is nobody to report. It is not the statement to use where the company suspects someone is a PSC but has not confirmed it. That situation falls under section 790LC, which requires a notice within 14 days that the company knows or has cause to believe a person has become registrable but has not yet had confirmation. PSC08 has a separate person statement for it, and further statements for notices that have not been complied with and for restrictions notices.

Government guidance says the register at Companies House must never be empty: while investigations continue, the company files whichever statement reflects their status. Filing “no PSC” to fill the gap while chasing an unresponsive shareholder would be a false statement. The notice process is covered in sending notices to identify PSCs.

What reasonable steps must the company still take?

Section 790CB requires a company to take reasonable steps to find out if anyone is a registrable person or RLE and, if so, to identify them. That duty does not stop once a “no PSC” statement is filed. Government guidance on the PSC regime for companies suggests:

  • reviewing the register of members, articles of association and statement of capital for holdings above 25%;
  • looking for shareholders’ agreements and voting patterns suggesting that family members or investor groups act together;
  • checking the articles and any agreements for rights to appoint or remove directors;
  • asking holders whether they hold on their own behalf or for someone else, and sending a section 790DA notice to a suspected nominee;
  • keeping a record of the steps taken, in case Companies House asks how the company concluded it has no PSCs.

The guidance says the company should do what a reasonable person would do if they knew what the company knows, and that it may reject a step only for a good reason.

When must the statement be withdrawn?

As soon as the company knows or has cause to believe that someone has become a registrable person or RLE, the statement is no longer true. Form PSC09 records that the company statement has ceased to be true, giving the date the company first knew or had cause to believe it, and the form directs the company to file PSC01, PSC02 or PSC03 as needed. A confirmed PSC must be notified within 14 days of confirmation under section 790LA. Changes should not be held back for the next confirmation statement; see the confirmation statement explained.

What are the penalties for getting it wrong?

Under section 790LJ, failing without reasonable excuse to give a section 790LH notice is an offence by the company and every officer in default, with a fine up to level 3 on the standard scale and a daily default fine for continued contravention. Failing to take reasonable steps under section 790CB, or to give the required notices to suspected PSCs, is a more serious offence under section 790F, carrying up to two years’ imprisonment on indictment.

How might this work for a flat management company?

Illustration only. A residents’ management company for a block of 24 flats has one share per flat, each carrying one vote, and is owned by the 24 leaseholders. Nobody holds more than 25%, the articles give no one the right to appoint a majority of the board, and there are no voting agreements, so its incorporation statement said there would be no registrable person.

Six years later an investor buys seven flats and takes the seven shares, about 29%. The company now has cause to believe the investor is a PSC. Within 14 days it files a PSC09 recording that the “no PSC” statement ceased to be true and, once the investor confirms their details, notifies them as a PSC. The investor must then verify their identity and provide a personal code. More on these companies is in flat management company directors.

What mistakes come up?

  • filing “no PSC” for a subsidiary of a UK company, which should report its parent as an RLE
  • treating exactly 25% as a PSC holding, or overlooking several holdings that combine under a joint arrangement
  • using the “no PSC” statement while a suspected PSC is ignoring notices
  • leaving the statement in place after a share transfer pushes someone above 25%
  • never considering the fourth condition for an influential founder or investor
  • keeping no record of the reasonable steps taken

Company directors can protect the business against the cost of an HMRC check with tax investigation insurance, which pays up to £100,000 of accountant’s fees with Solar Protect. Read how our cover works or get a quote.

Related Accountapedia entries

Sources

Reviewed by Christine Anderson, Broker, Solar Protect. Last reviewed 24 October 2026. Part of Accountapedia, the Solar Protect guide to UK tax and accounting. This page is general information, not personalised advice.