PSCs, RLEs & ORPs (Persons with Significant Control, Relevant Legal Entities & Other Registrable Persons)

What is a Person with Significant Control (PSC) or Relevant Legal Entity (RLE) ?  A PSC is a Person with Significant Control over a company.  The clue is in the name – it’s all about having actual and significant control over the company.

An RLE is a Relevant Legal Entity. This term applies when significant control etc. is held by certain types of corporate entity – for example – another company – instead of an individual.

Important – not all corporate entities qualify as RLEs! The entity must be a UK entity which also follows the PSC rules, or a listed entity registered on a UK or EEA stock exchange or on certain stock exchanges in other countries.

LLPs are also part of the PSC regime. For ease, this article will just refer to companies and their PSC obligations.

What is an Other Registrable Person (ORP)? An ORP is a third category which has the same control as a PSC or RLE, but is neither an individual or a standard corporate entity. This includes a ‘corporation sole’ (e.g. the Lord Mayor of London or a UK Secretary of State); a government or government department of a country, territory, or part of a country or territory; an international organisation whose members include two or more countries, territories or their governments; or a local authority or local government body, either in the UK or elsewhere.

ORPs are not that common, so for ease we will just refer to PSCs and RLEs for most of this article.  Kudocs supports ORPs in the same way as PSCs and RLEs.

Why do I need to worry about PSCs and RLEs?  The PSC/RLE concept was introduced in 2016 to enhance the transparency of ultimate (beneficial) ownership and control of UK companies.  Companies are required not only to record who legally has control over the company (e.g. directors and shareholders/members), but who actually has control.  For example, a company might have nominee shareholders, but the beneficial owners behind the nominees are actually in control.    The PSC/RLE scheme, and the obligation to keep PSC/RLE records, are intended to promote good corporate behaviour and to deter illicit activity.

Up until 18 November 2025, every UK company must keep an internal PSC register, even if the company does not have any PSC/RLE (in which case there are separate reporting obligations). The information on this internal PSC register must also be reported to, and kept up to date, at Companies House. See below for changes from 18 November!

Will any of this change due to ECCTA? Yes. ECCTA makes several reporting changes to the current PSC regime. In short:

• From 18 November, individual PSCs must complete IDV (identity verification) and file their UIDs (‘Personal Codes’) with Companies House during specific timeframes. See here and here for more information, including how Kudocs can help manage your filing schedule!
• IDV will also be introduced for RLEs at some point. We are waiting for more details from Companies House on this, and will update you as soon as we have them.
• Also from 18 November, companies will no longer be required to keep an internal PSC register. They must still keep Companies House up to date with the required PSC statements and any changes. Companies House will therefore become the sole ‘source of truth’ for a company’s PSC records. See here for more information.

ECCTA does not change any rules about what qualifies someone as a PSC or RLE.

What qualifies a person or entity as a PSC or RLE? The whole purpose of the PSC scheme is to put responsibility on the company to assess who (if anyone) are its PSCs or RLEs.  The company must check the conditions set out in the Companies Act 2006 – and related regulations and guidance – defining what makes someone a PSC or RLE, and then analyse both its ownership (legal and actual/beneficial) and control to see if any of the relevant conditions are met.

Some of the conditions are relatively straightforward and mathematical (e.g. owning a certain % of shares). Others are more abstract and require a careful assessment of the facts and conditions. Particular care must be taken with ownership structures involving trusts or overseas entities. Companies House provides helpful guidance here.

If any PSC/RLE conditions are met for an individual or corporate entity, under current law the company must add their details to its PSC/RLE register and notify Companies House. From 18 November 2025, this will change slightly under ECCTA – see above!

There are strict time limits within which a company must notify Companies House and (where relevant) update its internal PSC register.

Can I use a third party to complete the PSC assessment?  Yes – a company may choose to take legal advice when completing their PSC assessment. This is quite common in complex cases.

What happens if the company does not make an assessment or maintain accurate registers/Companies House records? Both the company and its officers (directors and secretary) risk fines and imprisonment.

In some cases, a company may not have enough information to immediately identify PSCs or RLEs and must send out requests for information. Anyone failing to comply with such requests may be committing a criminal offence, and are liable to have further steps taken against them for non-compliance.  Individual PSCs are also under a positive obligation to notify companies of their status and any changes.

Does Kudocs flag when a PSC/RLE update may be needed?  Yes.  After certain transactions are completed in Kudocs, the system automatically runs checks which compare:

• the current PSC/RLE reasons recorded in Kudocs relating to shareholdings and voting rights; and
• the actual shareholdings and voting rights recorded in Kudocs.

If the recorded shareholdings etc. do not match the current PSC reasons, you will receive an email notification that there might be a discrepancy – which you should check!

The PSC/RLE regime is intended to put the burden on the company to assess its situation and declare all relevant reasons (mathematical and abstract).  Therefore, we only flag that there might have been a change that requires the assessment and records to be updated – we leave the assessment to the company.

Does Kudocs maintain and automate PSC/RLE registers and Companies House filings?  Yes.  It is very easy to maintain and update PSC/RLE registers on Kudocs.  The system will explain all the information that is needed so that the registers are accurate, and it will automatically update Companies House for you when you make a change.  The system will also validate the PSC reasons or statements entered by you to ensure they are compliant (as certain reasons preclude others from applying).

Kudocs does not, however, tell you what PSC/RLE reasons to apply.  That assessment must be done by the company.

It is common to make several simultaneous changes to a PSC/RLE record. For example, shareholding and voting %’s often change at the same time, so both reasons must be amended. Rather than submitting a separate filing to Companies House after each change, you can make all the required changes and press {Update} when you are finished. Kudocs will then submit a single filing with all the changes for you. However, you must remember to press {Update} – otherwise, Kudocs won’t know when you want have finished and are ready to update Companies House!

See also here for more information about automatic PSC UID filing to comply with ECCTA.

How do I add a PSC, RLE or ORP to Kudocs?  Check out the guide here. It’s very easy!

How do I edit Person with Significant Control (PSC) or Relevant Legal Entity (RLE) reasons or Other Registrable Person (ORP)?  Check out the guide here.  It’s all taken care of.

Why can’t I add certain reasons to an existing PSC/RLE?  Kudocs validation stops you selecting PSC reasons that might conflict because they are mutually exclusive.

Certain PSC reasons cannot be selected together – either because they do not make sense (e.g. you cannot have 25-50% of the shares AND 50-75% of the shares at the same time), or based on a more thorough analysis of the PSC regime.  This is built into Companies House’s own validation, and they will reject a PSC filing with what they consider to be competing reasons. Kudocs therefore has matching validation to prevent any issues with your filing being accepted by Companies House.

For context: Part 21A of the Companies Act 2006 sets out the legal framework for PSCs and RLEs, including the conditions for determining “significant control”. The legislation itself implies that certain conditions are mutually exclusive, by defining different thresholds and types of control.

Kudocs won’t let me complete the PSC/RLE update – why is it showing a warning message when I try to add another reason? See above – certain reasons are deemed to be mutually exclusive by Companies House themselves, so Kudocs matches this.

To resolve and complete the change, you must remove any conflicting reasons that do not apply.  If you are uncertain about this, please contact Kudocs or seek professional advice.

How do I remove a PSC or RLE? Check out the guide here!

Last updated: 12/11/2025 by Kudocs Admin