The PSC register for LLPs

Q: How might this work in practice?

Illustration only. An accountancy LLP has four members. W holds 40% of the capital and takes 40% of profits; X, Y and Z hold 20% each. The LLP agreement gives one vote per member, and surplus assets on a winding up follow capital. W holds 40% of surplus assets, so W meets the first condition in the band more than 25% but not more than 50%, and is a PSC. No member exceeds 25% of the votes. X, Y and Z do not meet any condition. If the agreement had been silent on surplus assets, each of the four would be treated as entitled to 25%, which is not more than 25%, and unless W met another condition the LLP would file a statement that it has no registrable person.

An LLP has a person with significant control (PSC) if someone holds, directly or indirectly, the right to more than 25% of its surplus assets on a winding up, more than 25% of the votes on decisions taken by the members, or the right to appoint or remove a majority of those entitled to manage it, or has significant influence or control. Where the LLP agreement says nothing about surplus assets, every member is treated as entitled to an equal share. Since 18 November 2025 LLPs no longer keep their own PSC register; they notify Companies House directly within 14 days.

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How do the PSC conditions differ for an LLP?

The PSC regime in Part 21A of the Companies Act 2006 applies to LLPs through Part 8A of the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009, first inserted by the Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016. Because an LLP has no shares, regulation 31M rewrites the five specified conditions in Schedule 1A:

Condition	Company version	LLP version
First	More than 25% of the shares	Right to share in more than 25% of any surplus assets on a winding up
Second	More than 25% of the voting rights	More than 25% of the rights to vote on questions decided by a vote of the members
Third	Right to appoint or remove a majority of the board	Right to appoint or remove the majority of the persons entitled to take part in management, including those holding a majority of votes on any management body
Fourth	Significant influence or control	Right to exercise, or actual exercise of, significant influence or control over the LLP
Fifth	Control over a trust or firm that meets a condition	The same, applied to trustees or members of a firm without legal personality who meet a condition in relation to the LLP

The bands used on the forms for the first two conditions are more than 25% but not more than 50%, more than 50% but less than 75%, and 75% or more.

Why are surplus assets the test rather than profit shares?

The first condition looks at rights on a winding up, not at how annual profits are allocated. An LLP agreement may give a senior member 40% of profits but say that surplus assets are shared equally, or say nothing at all about surplus assets.

Paragraph 2(2) of the modified Schedule 1A deals with the silent agreement: to the extent that rights to surplus assets on a winding up are not expressly provided for, each member is treated as holding the right to an equal share. In an LLP with three members and no surplus asset clause, each member is treated as holding a third, so each meets the first condition. With four or more members and no clause, no one passes 25% under that condition, and attention shifts to votes, management rights and influence. For how members’ interests are recorded in the accounts, see LLP members’ interests.

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How do voting and management rights work in an LLP?

The second condition counts rights to vote on questions decided by a vote of the members. Under the default rules in regulation 7(6) of the Limited Liability Partnerships Regulations 2001, differences on ordinary business questions may be decided by a majority of the members, which in the absence of contrary agreement points to one vote per member. Many LLP agreements instead weight votes by capital or points, so the percentage must be worked out from the agreement itself.

The third condition is often met in larger firms where a managing member or a corporate member has the right to appoint most of the management board. The fourth condition catches someone without formal rights who in practice directs the LLP, for example a founder who has retired from membership but whose approval is needed for major decisions.

Holdings are attributed using the rules in Part 3 of Schedule 1A. Jointly held rights count in full for each holder, rights subject to a joint arrangement are combined (see PSC joint arrangements), rights held by a nominee are treated as held by the person they are held for, and an indirect holding through a chain of legal entities counts where each link is a majority stake.

What about corporate members?

Many LLPs have a company as a member, often a service company or a vehicle owned by one of the individuals. Under section 790C(6) and (7), a company that would meet one of the conditions if it were an individual, and is subject to its own disclosure requirements (for example because Part 21A applies to it as a UK company), is a relevant legal entity. Where it is registrable it is notified on LL PSC02, and the individuals behind it are generally not registered in relation to the LLP through that holding. Where it is not, the LLP looks through to the individual who holds a majority stake in it under paragraph 13 of Schedule 1A.

What changed on 18 November 2025?

The Limited Liability Partnerships (Application and Modification of Company Law) Regulations 2025 omitted regulations 31E to 31K of the 2009 Regulations, which had required LLPs to keep their own PSC register. In their place regulation 31DA applies the duties in sections 790LA and 790LC to 790LH of the Companies Act 2006, so an LLP now notifies the registrar directly. In those duties references to an officer are read as references to a designated member.

The main notices are:

a new confirmed PSC, within 14 days beginning with the day the LLP had confirmation of the person’s status and particulars (section 790LA), on LL PSC01, LL PSC02 or LL PSC03;
a change in a PSC’s particulars, within 14 days of confirmation (section 790LD), on LL PSC04, LL PSC05 or LL PSC06;
a person ceasing to be a PSC, within 14 days of confirmation (section 790LF), on LL PSC07;
no registrable person, within 14 days of first knowing or having cause to believe it (section 790LH), on LL PSC08, with LL PSC09 used to update a statement.

No notice under section 790LA is needed for someone already named in the statement of initial significant control on the incorporation document, unless the LLP has cause to believe they have since ceased to be a PSC. For the equivalent company process, see notifying PSC changes.

What must the LLP do to find its PSCs?

Section 790D, applied by regulation 31C, requires the LLP to give notice to anyone it knows or has cause to believe is a registrable person but whose status or particulars it has not confirmed. The notice must be given as soon as reasonably practicable and in any event within 14 days, and must require a reply within one month. Failure to make a required notification to the registrar without reasonable excuse is an offence under section 790LJ by the LLP and every designated member in default, punishable by a fine not exceeding level 3 with a daily default fine.

Individual PSCs must also verify their identity with Companies House and provide their personal code. Companies House guidance says a person who became a PSC after 18 November 2025 can give the code when first added or within 14 days. See the PSC identity verification deadline.

How might this work in practice?

Illustration only. An accountancy LLP has four members. W holds 40% of the capital and takes 40% of profits; X, Y and Z hold 20% each. The LLP agreement gives one vote per member, and surplus assets on a winding up follow capital. W holds 40% of surplus assets, so W meets the first condition in the band more than 25% but not more than 50%, and is a PSC. No member exceeds 25% of the votes. X, Y and Z do not meet any condition. If the agreement had been silent on surplus assets, each of the four would be treated as entitled to 25%, which is not more than 25%, and unless W met another condition the LLP would file a statement that it has no registrable person.

What mistakes come up most often?

Using profit shares instead of rights to surplus assets on a winding up.
Forgetting the equal share rule where the LLP agreement is silent, which can make every member of a two or three member LLP a PSC.
Updating the LLP agreement to change capital or voting rights without checking whether a PSC has been added or has ceased.
Treating a corporate member as a PSC in its own right without checking whether it qualifies as a registrable relevant legal entity.
Continuing to maintain an internal PSC register and assuming that satisfies the law, when the duty is now to notify Companies House within 14 days.

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Reviewed by Christine Anderson, Broker, Solar Protect. Last reviewed 19 October 2026. Part of Accountapedia, the Solar Protect guide to UK tax and accounting. This page is general information, not personalised advice.