Relevant officers of a corporate PSC

When a company is controlled by another company or legal entity that has to be shown on its PSC record (a registrable relevant legal entity, or RLE), the Companies Act 2006 as amended by the Economic Crime and Corporate Transparency Act 2023 requires that entity to name one of its “relevant officers”: an individual, such as a director of the parent, whose identity is verified with Companies House and who confirms they hold that role. The duties are written into the Act, but in October 2026 they had not yet been brought into force and no start date had been set.

What is a relevant legal entity on the PSC register?

A person with significant control is by definition an individual, but companies are often owned by other companies. Section 790C of the Companies Act 2006 deals with this through the idea of a relevant legal entity. Companies House guidance on the PSC register (Version 4, November 2025) explains that a legal entity is relevant to a company if it meets one or more of the five PSC conditions and either it is itself required to report PSCs to Companies House, or it has voting shares admitted to trading on a regulated market in the UK or the European Economic Area, or on specified markets in Switzerland, the USA, Japan and Israel.

A relevant legal entity is registrable only if it is the first relevant legal entity in the company’s chain of ownership. So where a UK holding company owns a trading subsidiary, the holding company is the subsidiary’s registrable RLE and the individuals behind the holding company appear on the holding company’s own record instead. An overseas parent without listed voting shares is not relevant at all, and the subsidiary has to look through it to the individuals. Our guide to persons with significant control covers those tests in detail.

For a registrable RLE the company reports the entity’s name, principal office, legal form and governing law, any register it appears on and its number, the date it became a registrable RLE, and which conditions it meets.

Why does an RLE have to name a relevant officer?

Identity verification works on individuals. Since 18 November 2025 individual PSCs have had to verify their identity and give Companies House their personal code. A company cannot prove its identity in the same way, so the Act anchors each registrable RLE to a named individual who is verified. The mechanism has three routes.

• On incorporation. Section 12B(3) and (4) allow the statement of initial significant control to name a verified relevant officer of any entity that will be a registrable RLE, with a statement from that individual confirming they are a relevant officer.
• When a new RLE is notified. Section 790LB(2) and (3) allow the company’s notice that an entity has become a registrable RLE to include the same two statements.
• By direction. If neither statement is given, or the registrar thinks one is false, section 790LO requires the registrar to direct the entity to deliver them within 28 days of the direction. The registrar can extend that by further directions of up to 28 days at a time.

Section 790LP covers entities that were already registrable RLEs before these rules start. They will have 28 days from an “appointed day” set by regulations to deliver the statements, again with extensions of up to 28 days at a time.

Who can be the relevant officer?

Section 790LO(6) defines a relevant officer by the type of entity:

Type of registrable RLE	Who counts as a relevant officer
A company	A director
An entity managed by its members, such as an LLP	One of those members
Any other legal entity	An officer whose functions correspond to those of a company director

The person named must also be an individual whose identity is verified. That rules out several people groups sometimes assume will do. A company secretary of the parent who is not also a director is not a relevant officer of a company. A corporate director of the parent cannot be named because it is not an individual. The ultimate individual owner cannot be named unless they also hold office in the RLE itself.

Verification is personal and only has to be done once, so a director who has already verified for another role uses the same personal code. Because individual directors of UK companies must already be verified under section 167M, a UK parent company will normally have someone suitable on its board.

What duties continue once an officer is named?

Naming an officer is not a one off exercise. Section 790LR requires the registrable RLE to ensure that, throughout the period it remains registrable, its registered officer is still a relevant officer and is still an individual whose identity is verified. The period ends when Companies House is told that the entity has ceased to be a registrable RLE in relation to the company.

People leave boards, so the Act builds in a gap. If the registered officer stops being a relevant officer, the 28 days beginning with the day they stop are excluded from the period. That gives the entity 28 days to replace them. Section 790LS sets out how: the entity gives notice to the registrar with a statement that the new officer is a relevant officer and is verified, accompanied by a statement from the new officer confirming the role.

What happens if the RLE does not comply?

Section 790LT makes it an offence to fail, without reasonable excuse, to comply with section 790LP or 790LR or with a direction under section 790LO. Where the offence is committed by the registrable RLE, every officer of that entity who is in default commits it too. On summary conviction the penalty is a fine in England and Wales, and in Scotland or Northern Ireland a fine up to level 5 on the standard scale with a daily default fine of up to one tenth of level 5 for continued contravention.

The offence sits with the entity and its officers rather than with the subsidiary whose record shows the RLE. The subsidiary’s own duties remain the PSC notification duties in Chapter 2A of Part 21A, such as notifying a new or ceased RLE within 14 days.

Is this in force yet?

Not yet. When Chapter 2A of Part 21A was brought into force on 18 November 2025 by SI 2025/1118, section 790LB(2) and (3) were held back, and sections 790LO, 790LP, 790LR and 790LS were not commenced, with section 790LT commenced only for other purposes. The legislation.gov.uk text, revised to July 2026, still shows those provisions as not in force.

Companies House guidance says the same. Paragraph 4.7.10 of the PSC register guidance states that identity verification does not yet apply to relevant officers of registrable relevant legal entities, and the Companies House identity verification guidance lists officers of corporate PSCs among the groups for whom verification will be introduced at a later date. Section 790LP(6) says the appointed day for existing RLEs cannot be before sections 12B(3) and (4) and 790LB(2) and (3) are fully in force. The ECCTA implementation timeline tracks the dates that have been announced.

How would this work in a typical group?

Illustration only. Priya owns all the shares in Holdco Ltd, a UK company. Holdco owns 80% of Tradeco Ltd. Holdco is Tradeco’s registrable RLE and Priya appears only on Holdco’s record. Holdco’s directors are Priya and Sam, and both verified their identity as directors under the existing rules.

1. When the relevant officer rules start, Holdco names Priya as its registered officer for Tradeco and Priya confirms she is a director of Holdco. Because Holdco was already registrable, it has 28 days from the appointed day.
2. Two years later Priya resigns as a director of Holdco to focus on another business. From the day she stops, Holdco has 28 days to give notice under section 790LS naming Sam, with Sam’s own confirming statement.
3. If Holdco then sells its Tradeco shares, Tradeco notifies Companies House that Holdco has ceased to be a registrable RLE and Holdco’s duty in relation to Tradeco ends.

What should groups and their advisers do now?

• Map every registrable RLE across the group, remembering that only the first relevant entity in each chain is registrable.
• For each one, identify at least two directors or members who are verified, so there is a named officer and a replacement.
• Check overseas listed parents early. Their officers will need to verify with Companies House directly or through an authorised corporate service provider.
• Keep the registered email address monitored, because Companies House uses it to contact companies about their filings.

Common mistakes to avoid are naming a company secretary or the ultimate owner, treating an unlisted overseas parent as an RLE, and forgetting that the duty continues after the first statement. Our guide to Companies House identity verification explains how individuals verify, and the separate question of whether a company can sit on a board is covered in corporate directors rules.

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 legal entities on the PSC register
• When PSCs must verify their identity
• Notifying PSC changes: which form to use
• What happens if a director does not verify their identity
• The Register of Overseas Entities

Related cover: Directors and officers liability insurance and Management liability insurance.

Sources

• legislation.gov.uk: Act 2006 c. 46, section 790C
• GOV.UK: Register of people with significant control
• GOV.UK: Verifying your identity for companies house
• GOV.UK: When you need to verify your identity for companies house
• legislation.gov.uk: Act 2006 c. 46, section 12B
• legislation.gov.uk: Act 2006 c. 46, section 790LB
• legislation.gov.uk: Act 2006 c. 46, section 790LO
• legislation.gov.uk: Act 2006 c. 46, section 790LP
• legislation.gov.uk: Act 2006 c. 46, section 790LR
• legislation.gov.uk: Act 2006 c. 46, section 790LS

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.