Persons with significant control 

The persons with significant control (PSC) rules require a company to identify all of the people who can control it, and to report this information to Companies House.  

Broadly, a person is a PSC in respect of a company if they:   

• directly or indirectly own more than 25% of the shares or voting rights in the company; 
• have the right to appoint or remove the majority of directors of the company; or 
• can exercise significant influence over the company.   

For further information, see the guidance published by Companies House. 

Tax consequences 

A PSC may have taxable income and gains to declare as result of their relationship with the company. Depending on the circumstances, this could be the case where the PSC: 

• has the company meet their personal costs;
• has the use of company assets; 
• transfers personal assets to the company, or vice versa;
• receives loans from the company;
• takes up an option to buy shares in the company; or
• sells shares in the company. 

Contact from HMRC 

HMRC has reviewed the information held by Companies House and is sending one of two letters to the PSC where HMRC believes that the person may need to take action. The letters aren’t a formal compliance check.  

The first letter asks the PSC to check their tax return for 2023/24 and to correct any errors by 25 July 2025. The letter includes guidance on how to do this. The PSC is also encouraged to make sure that their tax return for 2024/25 includes all sources of income and gains.  

The second letter is aimed at PSCs who have not submitted a tax return for 2023/24. The PSC is asked to check if they should have submitted a return and if so, to submit the return by 25 July 2025. The PSC should contact HMRC using the contact details given in the letter if they do not believe a return is required.  

The letters explain the consequences for the PSC of not taking the correct action by the deadline given in the letters.