A person with significant control (PSC) is someone who owns or controls your company. They’re sometimes called ‘beneficial owners’. A PSC is usually anyone who has more than 25% shares or voting rights, can appoint or remove a majority of directors, or otherwise has significant influence or control.

The beneficial owners of the business retain control of the company and may carry on its business activities and operate the company's bank account, with nominees being used to create distance between the beneficial owners and the company. To avoid some of the public disclosure requirements which would easily reveal their identities, the owners of a company can instead appoint nominee directors, company secretaries and shareholders to create some distance. The nominee directors’ and shareholders’ names appear on official records in the public domain which means that the real directors’ and shareholders’ identities are better concealed.

A nominee shareholder is someone who is registered on the company’s share register as the legal owner of the shares, but holds them on trust for the beneficial owner. The relationship is usually governed by a Declaration of Trust stating that the nominee has no beneficial interest and will act according to the beneficial owner's instructions. Voting / Corporate Rights: While the nominee is the registered member, in practice they may vote only per the beneficial owner's instructions.

Most UK incorporated companies and LLPs are required to keep a register of ‘people with significant control’ (PSCs) over them. An individual will be a PSC if he or she holds, directly or indirectly, more than 25% of the share capital or voting rights, or otherwise has the right to exercise significant influence or control over the company.

Under UK law, the legal owner of shares must be registered at Companies House and in the statutory registers; both of which are available to the public. Elemental CoSec provides a corporate nominee who will own the bare legal title to the shares and be entered as the legal owner of the shares at Companies House and in the statutory registers. There is no obligation on the beneficial owner of the shares to be disclosed in the public records at Companies House, thereby helping to keep the name of the beneficial owner confidential.

Beneficial ownership refers to the natural person (or persons) who ultimately have control over or benefit from an entity, such as a corporation, trust, or transaction, even if their name does not appear in the official records. These individuals—referred to as beneficial owners—are different from shareholders or nominees as they hold ultimate decision-making power or derive economic benefits from the entity. Complex structures and nominees and trusts can obscure beneficial ownership.

The PSC regime looks through nominee arrangements, so a beneficial owner holding more than 25% of the shares would need to be declared as a PSC. A nominee shareholder arrangement only assures anonymity to the beneficial owner on the public record held at Companies House; it does not replace the beneficial shareholder on the PSC register.

A nominee shareholder is an individual or corporate entity that holds shares in a company on behalf of someone else. Nominee shareholders protect beneficial owners’ privacy by keeping their identities off public registers. The nominee shareholder cannot replace the beneficial shareholder on the PSC register.

Businesses with registered legal entity owners can face challenges. The beneficial owners may not be the same, i.e. a set up where there is a nominee shareholder but there is a beneficial owner who actually makes the decisions. Here the beneficial owner is caught by the ‘indirect’ inclusion.

A beneficial owner is the natural person who ultimately owns or controls a UK company, even if someone else is the legal owner on paper. Nominee shareholder arrangements are another example. In this setup, the nominee appears on the public record as the legal owner, while the founder remains the beneficial owner and keeps the economic rights and decision-making power.

From 6 April 2016 new rules will be introduced to make the ownership and control of UK companies more transparent. The rules will require most UK companies to keep a register of People with Significant Control (PSCs). The PSC register must be available for public inspection and updated details of all PSCs must be published annually at Companies House. Broadly, a PSC is an individual who holds – directly or indirectly – more than 25% of the shares or voting rights of the company, can appoint or remove directors holding a majority of board voting rights or who can otherwise exercise significant influence or control over the company.

In the UK, the nominee is listed on the company’s public register as the legal shareholder, while the beneficial owner retains all rights to the shares through a private agreement. However, it’s crucial to understand that transparency remains a legal requirement: the beneficial owner must still be disclosed.

One reason to establish a nominee is to provide a level of privacy to the shareholder. Some shareholders understandably see it as best practice, or better business sense, to keep information about the shares they own out of view of their competitors and the media. When a nominee is created, it is the name of the nominee that appears on the public register.

Nominee structures are lawful in the UK but cannot be used to avoid People with Significant Control (PSC) disclosure obligations under the Economic Crime and Corporate Transparency Act 2023. Nominee shares are lawful in the UK, but they cannot be used to bypass the People with Significant Control regime. If a beneficial owner ultimately controls more than 25% of your shares or exercises significant influence over the company, you must record them on your PSC register and disclose their details at Companies House. You should not assume a nominee arrangement provides anonymity at the PSC level. Any beneficial owner controlling more than 25% of shares, or exercising significant influence, must still appear on the PSC register and be disclosed at Companies House where applicable.

A nominee shareholder is an individual or corporate entity listed as the legal owner of a company's shares on the public register at Companies House. They appear publicly, but they do not hold any financial rights or real control over the shares. The beneficial owner—the true owner—retains all economic entitlement, voting direction, and decision-making authority. The nominee appears publicly; the beneficial owner does not. In most nominee arrangements, the beneficial owner remains the actual PSC, and their details must still be disclosed in the PSC register — even if they are not shown publicly as the shareholder. Companies House must be updated to reflect the nominee as the shareholder appearing on the public register. The beneficial owner's name does not appear publicly unless they also qualify as a PSC. PSC rules, if applicable, must still be followed separately.

A nominee shareholder holds shares on behalf of a beneficial owner, creating a distinction between legal ownership and economic ownership. Companies must still identify and record their beneficial owners. The nominee appears as the legal owner in company records, but another person is the real owner behind the scenes.

Under the Companies Act 2006 and the PSC regime, you must identify and record individuals who ultimately control the company (generally those holding more than 25% of shares or voting rights, or with significant influence). Nominee holdings do not “hide” PSCs – you still need to record the underlying person on the PSC register and, where required, report to Companies House. Nominee shares are lawful in the UK. But they don’t bypass PSC rules. If someone ultimately controls more than 25% (or has significant influence), they still need to be recorded on the PSC register and, where applicable, disclosed at Companies House.

Nominee shareholder: Listed in statutory records as the shareholder, while the real owner is documented in a declaration of trust. Nominee services are legal in the UK provided they comply with: Companies Act 2006, Register of People with Significant Control (PSC) Regulations, Money Laundering Regulations 2017. If someone exercises significant control over the company—even behind the scenes—they must be disclosed in the PSC register filed with Companies House. Nominee arrangements must be supported by formal documentation, including a declaration of trust for nominee shareholders, confirming beneficial ownership. Nominee services do not offer legal anonymity. They must not be used to hide ownership or control from regulators.

The nominee typically holds under a bare trust or mandate, must act on the beneficial owner's instructions, and passes through dividends and other distributions.

Generally speaking, you cannot hide the identity of a company shareholder from the Companies House public register. Previously, a nominee shareholder service could protect the identity of a company’s shareholders. Services such as this operated by naming a placeholder person or corporate entity as a shareholder on all official documentation, whilst an internal legal document – such as a deed of indemnity – outlined who the legitimate shareholder in the company was. However, the introduction of PSCs and the PSC register in April 2016 rendered these services redundant, as the core purpose of the register is to increase transparency, by ensuring Companies House knows who the genuine owners of a company are. Nominee services can still be effective in protecting the identity of directors, but their use is questionable and can raise concerns over a company’s legitimacy.

The new requirement for identity verification will be phased in from 2025 starting with voluntary filing and registration of Authorised Corporate Service Providers (ACSP), becoming compulsory for new directors and PSCs in the autumn of 2025, and requiring all existing directors and PSCs to complete verification by autumn 2026. These methods may involve circular ownership patterns, shell companies, and nominee arrangements that continue to obscure true beneficial ownership. The changes aim to strengthen UBO identification and verification practices and reduce the ability of complex structures to hide the true owners of UK companies.

It’s legal and as long as it’s all set up correctly with a Declaration of Trust there shouldn’t be any risks, but... There is no condition that requires you to have a PSC. It’s not a role you appoint someone to, instead you are telling Companies House who the PSC(s) for this company are. In the case of a nominee shareholder, they would not be a PSC. They do not have significant control of the company and it would not be lawful to list them as such in an attempt to obfuscate the true owners. Instead the beneficial owner of the shares would still be the PSC. However, if the legal entity is owned or controlled by any individuals who have more than 25% of voting rights, etc, or if not with those shares individually, have arrangements to vote together which gives the group more than 25% voting rights – then these people must be named as PSCs.

UK PSC rules require disclosure of anyone with more than 25% ownership or control, whether shares are held directly or via a nominee. A nominee shareholder can be used so that the beneficial owner’s name does not appear on the Companies House share register, but this does not remove the obligation to disclose the beneficial owner as a PSC if they meet the control thresholds. Nominee arrangements therefore cannot lawfully be used to circumvent PSC transparency requirements.

The shares in the UK company are proposed to be transferred to a BVI or Dubai company, which would be owned by a nominee ...

Under UK law, since April 2016 companies must keep a register of People with Significant Control (PSC) and file this information with Companies House. The PSC regime is designed to look through chains of ownership, including nominees and corporate shareholders, and identify the individuals who ultimately own or control more than 25% of the shares or voting rights, or otherwise exercise significant influence or control. This information is publicly accessible on the Companies House register and is separate from the register of members, which may show nominees as the legal shareholders.

In a nominee arrangement, both roles exist: the nominee sits as director, while the beneficial owner sits behind them owning or controlling the company. Nominee structures are used to separate the public-facing legal title from the underlying control relationship.

Where the shareholding held by a nominee in respect of any individual is over 25% the name and personal details of the beneficial owner of the shares must be made available for the public record. Where the number of shares held by a nominee is 25% or less than the overall number of shares issued, there would be no requirement to enter any beneficiary details in the PSC register unless such individual qualified as a PSC under other criteria.