PSC02: Notify Companies House of a Relevant Legal Entity

At a glance

• What PSC02 does: notifies Companies House that a Relevant Legal Entity (RLE) — a corporate body, not an individual — has become registrable as a person with significant control (PSC) over your company.
• Who counts as an RLE: a legal entity that meets at least one of five statutory control conditions over your company AND is itself "registrable" (broadly, it keeps its own PSC register or is subject to equivalent transparency rules on a qualifying market).
• Deadline: notify Companies House within 14 days of confirming the RLE's details on your company's own PSC register.
• How to file: online via Companies House WebFiling, or by post on the paper PSC02 form (paper filings take longer to process).
• Legal basis: Companies Act 2006, Part 21A and Schedule 1A (inserted by the Small Business, Enterprise and Employment Act 2015), and the Register of People with Significant Control Regulations 2016 (SI 2016/339).
• Penalty for non-compliance: a criminal offence under section 790F of the Companies Act 2006, applying to the company and every officer in default — up to 2 years' imprisonment, a fine, or both, on conviction on indictment.
• Identity verification: mandatory ID verification for individual directors and PSCs started 18 November 2025, but Companies House has confirmed verification for RLE officers will start later, at a date not yet announced — check GOV.UK before assuming it applies to your filing.
• Fees: there is no fee to notify Companies House of a new registrable RLE — always check GOV.UK for current fee information on any related filing.

What is a Relevant Legal Entity?

A Relevant Legal Entity (RLE) is a corporate body or other legal entity that would count as a person with significant control over your company if it were an individual, and which is itself subject to its own transparency obligations. In practice this usually means the RLE either keeps its own PSC register under UK law, or is a company whose shares are admitted to trading on a regulated market that requires equivalent disclosure.

This distinction matters because not every corporate shareholder is an RLE. A UK company sitting one level above yours in an ownership chain, with more than 25% of your shares, will usually be an RLE because it keeps its own PSC register. A private overseas holding company that publishes no ownership information of its own generally will not be — in that case, the registrable person is whoever ultimately controls that overseas entity, and PSC02 is the wrong form; you would need PSC01 to register the individual instead.

PSC02 is the corporate counterpart of PSC01 (used for individuals). Both forms sit within the same statutory framework: Part 21A of the Companies Act 2006, inserted by the Small Business, Enterprise and Employment Act 2015, with the detailed mechanics set out in the Register of People with Significant Control Regulations 2016 (SI 2016/339).

The two-part test: control and registrability

Establishing that a corporate shareholder is a registrable RLE always involves two separate questions, and both must be answered yes.

1. Does it meet a control condition? The entity must satisfy at least one of the five statutory conditions in Schedule 1A to the Companies Act 2006 (set out below).
2. Is it registrable in its own right? The entity must itself be required to keep a PSC register, or be a company with voting shares admitted to trading on a regulated market in the UK, an EEA state, or certain other specified markets recognised as having equivalent disclosure requirements.

If an entity meets a control condition but is not registrable — most commonly because it is a private company incorporated overseas with no PSC-equivalent regime of its own — it is not an RLE. You then need to look further up the ownership chain, or identify the individual who ultimately controls that entity, and register them instead using PSC01.

The five specified conditions

Schedule 1A to the Companies Act 2006 sets out the conditions used to decide whether an entity has significant control. At least one must apply.

| Condition | What it covers | |---|---| | 1 | Holds, directly or indirectly, more than 25% of the shares in the company | | 2 | Holds, directly or indirectly, more than 25% of the voting rights in the company | | 3 | Holds the right, directly or indirectly, to appoint or remove a majority of the board of directors | | 4 | Has the right to exercise, or actually exercises, significant influence or control over the company | | 5 | Has the right to exercise, or actually exercises, significant influence or control over a trust or firm that itself meets one of conditions 1 to 4 in relation to the company |

Conditions 1 to 3 are usually the easiest to evidence — they follow directly from the share register, articles of association, and shareholder agreements. Condition 4 is deliberately broader: it captures situations where an entity can direct the company's activities without a formal majority stake, for example through veto rights over key decisions, dominant funding arrangements, or long-standing practical control. Statutory guidance on the meaning of "significant influence or control" gives detailed indicators, and this is the condition most likely to need careful judgement — or advice — before you file.

When PSC02 is (and isn't) the right form

Use PSC02 when a corporate entity that is already registrable becomes a PSC of your company for the first time — for example, after a share transfer, a group restructuring, or an entity acquiring voting control. It is not the form to use for:

• An individual PSC — use PSC01 instead.
• A change to an existing RLE's details (such as its registered office or the control condition that applies) — use PSC04.
• A statement that your company has no PSC, or that you have not yet identified one — these are handled by the PSC statement forms, including PSC08 and PSC09.
• Confirming the RLE's details remain accurate at your annual confirmation statement date — that is a CS01 matter, not a fresh PSC02.

Step by step: filing PSC02

1. Confirm the entity is genuinely an RLE. Work through the two-part test above. If either limb fails, PSC02 is not the correct route.
2. Identify which control conditions apply. Record every condition in Schedule 1A that is met — more than one can apply simultaneously, and the form asks you to specify each one.
3. Update the company's own PSC register first. The statutory sequence is to enter the RLE's details on your company's internal PSC register before notifying Companies House. The register entry and the PSC02 filing should match exactly, including the date the entity became a registrable RLE.
4. Gather the RLE's details. You will need its full legal name, registered or principal office address, legal form, the law it is governed by, and its company number or equivalent registration number.
5. File within 14 days. Notify Companies House within 14 days of confirming the details on your own PSC register. You can file online through Companies House WebFiling, which processes faster, or by post using the paper PSC02 form printed at full size on white A4 paper.
6. Double-check before submitting. Cross-reference every field against the RLE's own official documents — a mismatched company number or legal name is one of the more common reasons a filing gets queried or a correction later becomes necessary.

Deadlines, offences and enforcement

The 14-day filing window runs from when your company confirms the RLE's details on its own register, not from the date the control condition was first met. Missing the deadline is not a minor administrative slip: section 790F of the Companies Act 2006 makes it a criminal offence for a company to fail, without reasonable excuse, to comply with its PSC information duties, and the same offence attaches personally to every officer in default. The maximum penalty on conviction on indictment is two years' imprisonment, a fine, or both (with lower maximums on summary conviction). Companies House also has administrative powers, and a persistently inaccurate PSC record can complicate bank onboarding, investor due diligence, and any transaction involving the company.

Identity verification and the 2023 Act changes

The Economic Crime and Corporate Transparency Act 2023 introduced mandatory identity verification for people connected with UK companies, rolled out by Companies House in phases. From 18 November 2025, individual directors and individual PSCs must verify their identity — new appointees at the point of appointment, and existing office-holders during a 12-month transition tied to their company's confirmation statement date or month of birth.

This phase does not yet extend to Relevant Legal Entities. Companies House has confirmed that identity verification requirements for officers of corporate PSCs (RLEs), corporate directors, and corporate LLP members will commence at a later date, which has not yet been announced. If your company is registering an RLE using PSC02, the RLE itself is not asked to complete an identity verification step under the current rules — but this is a fast-moving area, so check the current GOV.UK guidance at the time you file rather than relying on this page alone.

Correcting a filed PSC02

If a PSC02 has already been delivered to and accepted by Companies House but later turns out to contain an error, the correction route is the RP04 second-filing process: it links a corrected document to the original so the accurate version replaces the incorrect one on the public record. You should also update your company's own PSC register to reflect the correct information at the same time. The longer an inaccurate entry sits on the public register, the more scope there is for it to be relied on by a bank, investor, or counterparty carrying out due diligence — so treat a discovered error as something to fix promptly, not at the next convenient filing.

This guide provides general information about notifying Companies House of a Relevant Legal Entity with significant control in England and Wales. It is not legal advice and is not a substitute for advice tailored to your specific circumstances. The law described was accurate as at August 2026 and is subject to change — always check GOV.UK and legislation.gov.uk for the most current position, particularly on identity verification, which is being rolled out in phases.

Last reviewed: August 2026 by a non-practising solicitor · Next review due: August 2027 or on legislative change.