Trust or trustees as shareholders
Can a trust or trustees be a shareholder of a company?
In short, yes. However, under s.126 of the Companies Act 2006, a company registered in England, Wales or Northern Ireland is not allowed to state in the company registers – or in the information filed at Companies House – that the shares are held by or on behalf of a trust. This restriction does not apply to companies registered in Scotland.
There are also differences in the ways that trusts and trustees can hold shares. Generally speaking, trustees can be legal owners of the shares – in other words, holding the legal title to the shares – as long as they are individuals or corporates with legal personality. They would be registered as joint shareholders of the shares in question. For more information on joint shareholders, see here.
However, if a trust does not have legal personality, it can only have beneficial ownership over the shares. In this situation, one or more of the trustees would be registered as the legal owner – or joint legal owners – as above. For more information about beneficial ownership in Kudocs, including UBO registers, see here.
Do I need to show that a trust/ trustee is a shareholder of a company?
No. In fact you are not allowed to do this, unless the company is registered in Scotland.
For companies registered in England, Wales or Northern Ireland if the shares are held by a trust, you should record the trustee(s) in the registers as the shareholder(s). You cannot make any mention of the trust in the main register entry, or that the shareholders are holding the shares as trustees. If there are multiple trustees as shareholders, you can add them as joint shareholders (with the shareholder who is named first usually being the ‘senior member‘ for voting and shareholder communications).
You can, however, add details of the trust in Kudocs – in other words, that the shares are being held on behalf of beneficiaries. This information is ‘Kudocs only’ – it will not appear in any company registers or in any Companies House filings, but is available for internal use or reference in Kudocs. You can do this by adding the beneficiary’s details either:
- as part of the share transaction which added the legal shareholders to Kudocs (e.g. when shares are legally issued to A, to be held on trust for B as the beneficiary)
- to the legal shareholder later, by opening their stakeholder record page, scrolling down to the “Shareholding info” section and clicking on the {Add beneficiary} button. Note this is different to adding details of joint shareholders (see here for information about how to do that).
How do I record the details of shares being held on behalf of someone else (e.g. in a trust) in Kudocs?
As you cannot show the details of a trust in the company registers or in Companies House filings, you should only record the details of the people holding the shares legally (i.e. the trustees) as the shareholders, not the name of the trust or any named beneficiaries. See above for how to do this as well as how to record the beneficiary details.
As an example – if the ‘Lewis Trust’ owns shares, you may not name the Lewis Trust as a shareholder in the register of members or in your reporting to Companies House. Instead, you should list the trustees of the Lewis Trust as the legal (joint) owners of the shares. Their details will appear in the register of members and at Companies House as (say) ‘James Lewis, Mary Lewis and Margaret Macdonald (joint)’.
You would then use Kudocs to record – as internal, Kudocs-only information – the fact that these shares are held as trustees for the Lewis Trust. You can also add any further details of the (known) beneficiaries or important notes about the trust that you want other Kudocs users to know. If the same trustees hold shares for multiple trusts or beneficiaries (e.g. the Lewis Discretionary Trust No. 1 and the Lewis Discretionary Trust No. 2), you can specify how many shares or what % of the total shareholding is allocated to each beneficial owner.
If I want to export the registers for review, how can I include the details of shares being held in a trust?
You can export this information as a separate register of Beneficial Ownership. For now, you can only export this as an Excel spreadsheet (XLSX format). To do so, go to Company Registers > Export registers and make sure you select the option to download registers in XLSX file format. ‘Beneficial Ownership’ will then appear on the list of registers available to export.
We are working on making this register available in pdf and Word formats – stay tuned!
Can I incorporate a new company with a trustee as a shareholder?
Yes you can, subject to the points above. For example, you cannot show that the trustee is holding the subscriber share(s) on trust, unless it is a Scottish company.
One complication is that there are often multiple trustees – in other words, joint shareholders. Companies House generally does not like incorporation applications where there are joint shareholders (e.g. if you have multiple trustees for 1 shareholding). For more information on incorporating a company with joint shareholders, see here or get in touch with us.
Can I use Kudocs to incorporate a company with trustees as subscriber shareholders? If so, how?
Yes – it’s easy to use Kudocs for this.
As above, if there are multiple trustees (joint shareholders) some extra steps need to be taken around incorporation. Kudocs will explain this when you come to incorporate – however, in short the main trustee (legal shareholder)’s details should be added as the subscriber at incorporation. Once you have incorporated the company, you can edit the shareholder information in Kudocs to add details of (i) any joint shareholders and (ii) beneficial owners or trusts. The next time the company files a confirmation statement, the joint shareholding will be filed at Companies House (but without the beneficiary details).
How do I add details of trustee shareholders and beneficiaries during onboarding?
It is easy to do this using Full Onboarding. Just click {Edit} next to the shareholder’s name and then add details of the joint shareholders and any beneficiaries. The joint shareholding will be added to the registers in Kudocs and filed at Companies House (as is correct), but the beneficiary information will only be available inside Kudocs.
It does not matter if you do not add this information straight away, or if you complete Quick Onboarding (where you cannot edit shareholding information). You can always add joint/ beneficial shareholder information by editing the relevant stakeholder record after onboarding.
What about PSCs (People of Significant Control)?
For more information on PSCs, see our main FAQ here!
In short – as a trust will generally not have legal personality, they will probably also not meet the criteria for being a PSC or a relevant legal entity (RLE). However, you must still assess whether the trustees meet the PSC conditions (including as a group if they are joint shareholders), as well as whether any individuals hold ‘significant influence or control’ over the trustees/trust. Some points to check:
- Does the ‘trust shareholding’ i.e. the block of shares held by the trustees on behalf of the trust trigger any PSC conditions? For example, if James Lewis, Mary Lewis and Margaret Macdonald jointly own over 25% of the shares in a company on behalf of the Lewis Trust, they might each be considered an individual PSC holding over 25% of the shares in that company under PSC condition (i) (following the PSC ‘logic’ for joint shareholders). Similar logic should be followed for PSC conditions (ii) and (iii). This all depends on the nature of the trust.
- Is there any individual who holds ‘significant influence or control’ over the trustees of the ‘trust shareholding’, as assessed against the Companies House statutory guidance? If so, they will likely be considered an individual PSC under PSC condition (v) – which is much rarer!
Assessing PSCs for ownership structures involving trusts can get very complicated, so you should take care to read the Companies House guidance in full. You may need to take professional advice for your situation.
Last updated: 06/02/2026 by Kudocs Admin