Relevant legal entities on the PSC register

A corporate shareholder is a relevant legal entity (RLE) if it would be a person with significant control were it an individual and it is subject to its own disclosure requirements, which in practice means a UK company or LLP within the PSC regime, or a company whose voting shares are traded on a UK or EU regulated market or a market listed in the regulations. Only the first RLE in the ownership chain is reported, and the individuals behind it are then non registrable in relation to your company. If the corporate shareholder is not an RLE, as with most privately owned overseas parents, you look through it to whoever holds a majority stake in it.

What exactly is a relevant legal entity?

The definitions are in section 790C of the Companies Act 2006. A “legal entity” is a body corporate or a firm that is a legal person under the law that governs it (section 790C(5)). A legal entity is a “relevant legal entity” in relation to your company if two tests are both met (section 790C(6)):

• it would have been a person with significant control over your company if it had been an individual, so it meets one of the five conditions in Schedule 1A (more than 25% of the shares, more than 25% of the votes, the right to appoint or remove a majority of the board, significant influence or control, or control through a trust or firm); and
• it is “subject to its own disclosure requirements”.

Section 790C(7) says an entity is subject to its own disclosure requirements if Part 21A of the Act applies to it, if it is an eligible Scottish partnership, if it has voting shares admitted to trading on a UK regulated market or an EU regulated market, or if it is of a description specified in regulations. Regulation 3 of the Register of People with Significant Control Regulations 2016 (SI 2016/339) adds companies with voting shares traded on a market listed in Schedule 1 to those regulations, which names exchanges in Israel, Japan, Switzerland and the United States, for example the Tokyo Stock Exchange, SIX Swiss Exchange and the New York Stock Exchange.

If the shareholder already discloses its own owners, your company reports the entity and the trail continues on its record. The general rules are in our guide to persons with significant control.

Which corporate shareholders count, and which do not?

Shareholder	RLE?	Source of the rule
UK private or public company within Part 21A	Yes	Section 790C(7)(a)
UK LLP or eligible Scottish partnership	Yes	Companies House guidance on the regime for legal entities, paragraph 6.4.6
Company with voting shares on a UK or EU regulated market, or a Schedule 1 market	Yes	Section 790C(7)(b) and (c); SI 2016/339 regulation 3
Privately owned overseas company, including one on the Register of Overseas Entities	No	Guidance paragraph 2.2.8
FCA registered mutual or investment vehicle without traded voting shares	No	Guidance paragraph 2.2.8
Charitable incorporated organisation	No	Guidance paragraph 2.2.8
Trust	No, it is not a legal entity	Guidance paragraph 2.2.1

An overseas company that has registered on the Register of Overseas Entities because it owns UK property is still not an RLE, and Companies House guidance says you cannot report a legal entity as a registrable RLE when it is not an RLE.

A separate category covers corporations sole, governments and government departments, international organisations whose members include two or more countries, and local authorities. Section 790C(12) treats these as if they were individuals, so they are reported as “other registrable persons” rather than as RLEs, with the particulars in section 790K(2).

When is an RLE registrable and when is it not?

Being an RLE is not enough on its own. Under section 790C(8) an RLE is non registrable in relation to your company if it holds its interest only through one or more other legal entities over each of which it has significant control, and the entity through which it holds is itself an RLE. Companies House guidance puts this more simply: an RLE is registrable in relation to your company if it is the first relevant legal entity in your company’s ownership chain.

The same idea applies to individuals. Section 790C(4) makes an individual non registrable if they hold their interest only through legal entities they control and the relevant entity in the chain is an RLE. So in a fully UK group, each company reports only its immediate RLE parent, and the individual owner appears only on the record of the top company.

Mixed holdings are different. The guidance gives the example of an individual holding 20% directly and 80% indirectly through RLEs. Because they do not hold only through RLEs, they are reported as a PSC in the band “75% or more”, alongside the RLE parent. The individual must tell the company, and failing to do so is a criminal offence.

When do you look through a corporate shareholder?

When the corporate shareholder is not an RLE, you treat the shares as held indirectly by whoever controls it. Under paragraph 9 of Schedule 1A, a person holds an interest indirectly if they have a “majority stake” in the legal entity that holds the shares, or in a chain of entities above it. Paragraph 18(3) says A has a majority stake in B if A:

1. holds a majority of the voting rights in B;
2. is a member of B and has the right to appoint or remove a majority of B’s board;
3. is a member of B and controls alone, under an agreement with other members, a majority of the voting rights in B; or
4. has the right to exercise, or actually exercises, dominant influence or control over B.

Above a non RLE shareholder the test is therefore a majority stake, not more than 25%. Paragraphs 6.4.7 and 6.4.8 of the guidance say that if an individual or RLE has a majority stake in the non RLE entity you report them, and if another non RLE entity has the majority stake you keep going up the chain until you find an individual or RLE. If nobody meets the test, you report that fact to Companies House. Someone who falls short of a majority stake may still need considering under the significant influence or control condition.

What does the company file for a registrable RLE?

Section 790K(3) lists the required particulars:

• corporate or firm name;
• principal office and a service address;
• legal form and the law by which it is governed;
• if applicable, the register of companies it is entered in (including the state) and its registration number;
• the date it became a registrable RLE in relation to your company;
• the nature of its control, using the same bands for shares and votes as for individuals.

The guidance says that where an RLE meets one or more of the first three conditions, the company does not need to work out whether it also meets the significant influence or control condition. It also says identity verification does not yet apply to registrable RLEs, unlike individual PSCs who must verify as explained in Companies House identity verification. Changes still have to be notified within 14 days, and the details are checked each year through the confirmation statement. Once registered, the RLE’s registered address can be used to serve documents on it under section 1140; see serving legal documents on a company.

How does this work in common group structures?

Illustration only.

• UK holding company. Jane owns all of Holdco Ltd, which owns all of Tradeco Ltd. Holdco is the first RLE in Tradeco’s chain, so Tradeco reports Holdco as a registrable RLE holding 75% or more of the shares and votes. Jane is non registrable for Tradeco and appears only on Holdco’s record. This is the usual outcome after setting up a holding company.
• Listed overseas parent. A company whose voting shares trade on the New York Stock Exchange owns all of UK Sub Ltd. The parent is subject to its own disclosure requirements, so UK Sub reports it as a registrable RLE and goes no further.
• Private overseas parent. A private French company owns all of UK Ltd. Marc holds 60% of the French company’s votes and Sophie 40%. The French company is not an RLE, so UK Ltd looks through it. Marc has a majority stake and is reported as a PSC of UK Ltd holding 75% or more indirectly. Sophie has no majority stake, so she is not reported through this route unless she has significant influence or control.
• Mixed chain. UK Opco is owned by a private overseas company, which is wholly owned by UK Parent Ltd. The overseas company is looked through, and UK Parent Ltd, an RLE with a majority stake, is reported as Opco’s registrable RLE.

What mistakes come up most often?

• Reporting the ultimate parent or the individual owner instead of the first RLE in a UK group.
• Trying to report a private overseas parent as an RLE, including one on the Register of Overseas Entities.
• Applying the 25% test above a non RLE shareholder instead of the majority stake test.
• Forgetting a nominee: the guidance says shares held by a nominee are treated as held by the person the nominee acts for, and if that person is a legal entity the RLE rules apply to it. See nominee shareholders.
• Not updating the record within 14 days when a group is restructured, or when a parent lists or delists, since either can change who the first RLE is.

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

• Relevant officers of a corporate PSC
• The PSC register for LLPs
• PSCs where shares are held by a trust
• When family members together count as a PSC
• Notifying PSC changes: which form to use
• Companies with no registrable PSC

Sources

• legislation.gov.uk: Act 2006 c. 46, section 790C
• legislation.gov.uk: SI 2016/339, regulation 3
• legislation.gov.uk: SI 2016/339, schedule 1
• GOV.UK: People with significant control guidance on regime for legal entities
• legislation.gov.uk: Act 2006 c. 46, schedule 1A
• legislation.gov.uk: Act 2006 c. 46, schedule 1A
• legislation.gov.uk: Act 2006 c. 46, section 790K
• GOV.UK: People with significant control pscs
• legislation.gov.uk: Act 2006 c. 46, section 1140

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.