Beneficial Ownership Registers — What Founders Must Disclose in 2026

What Is Beneficial Ownership?

A "beneficial owner" is the natural person (human being — not a company) who ultimately owns or controls an entity. This person may not appear as the legal owner on the surface — shares may be held by nominee shareholders, trustees, or holding companies — but they are the person who ultimately benefits from and controls the entity.

Beneficial ownership transparency is the OECD's primary mechanism for preventing tax evasion, money laundering, and corruption. The premise: if authorities (and in the UK's case, the general public) know who ultimately controls every company, it becomes significantly harder to use anonymous shell companies for illicit purposes.

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UK: The PSC Register

PSC = Person with Significant Control. Under Part 21A of the Companies Act 2006 (as amended by the Small Business, Enterprise and Employment Act 2015), every UK company and LLP must maintain a PSC register and file it at Companies House.

Who qualifies as a PSC? A person (individual or corporate entity) who meets one or more of these conditions: 1. Directly or indirectly owns more than 25% of the company's shares 2. Directly or indirectly holds more than 25% of the company's voting rights 3. Directly or indirectly holds the right to appoint or remove a majority of directors 4. Otherwise exercises significant influence or control over the company 5. Holds significant influence or control over a trust or firm that meets conditions 1–4

• What information is public at Companies House:
• Full name
• Nationality
• Country of usual residence
• Month and year of birth (day is private)
• Nature and extent of control (e.g., "Ownership of shares — 75% to 100%")
• Date of becoming/ceasing to be a PSC

• What is private (not publicly visible):
• Exact date of birth (day)
• Residential address (service address is public if provided; home address can be suppressed)

Timing: Changes to PSC status must be notified to Companies House within 14 days.

Penalties for non-compliance: Criminal offence. Directors of non-compliant companies can be prosecuted. Maximum penalty: 2 years imprisonment and/or a fine.

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EU: UBO Registers Under AMLD5/6

EU member states are required to maintain UBO registers under the 4th, 5th, and 6th Anti-Money Laundering Directives. Threshold: 25%+ ownership or equivalent control.

Public access: Most EU member states make their UBO registers publicly accessible (or at least accessible to those with a "legitimate interest"). Netherlands, Ireland, and Germany provide public access. Some member states restrict access following the CJEU's November 2022 judgment (Sovim SA v Luxembourg Business Registers) which found unlimited public access violated privacy rights — access rules vary by country as a result.

• Who must disclose:
• EU-incorporated companies
• Non-EU companies doing business in the EU (through branches or subsidiary entities registered in EU member states)

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US: The Corporate Transparency Act (CTA) — BOI Reporting

The US Corporate Transparency Act, effective January 1, 2024, requires most US companies (LLCs, corporations, and similar) to file Beneficial Ownership Information (BOI) reports with FinCEN (Financial Crimes Enforcement Network).

• Who must report:
• US LLCs and corporations formed after January 1, 2024: file within 90 days of formation
• Existing companies formed before January 1, 2024: file by December 31, 2024 (now overdue for existing companies)
• Companies formed after January 1, 2025: file within 30 days of formation

Exemptions: 23 categories of companies are exempt, including large operating companies (>20 employees, >$5M revenue, US physical presence), SEC-reporting companies, banks, credit unions, and others.

• What to report:
• Company name, address, jurisdiction of formation, EIN
• For each beneficial owner (25%+) and company applicant (person who filed the formation documents): name, date of birth, address, and a unique identifying number (passport, driver's licence, or FinCEN identifier)

Not public: Unlike the UK's PSC register, the US BOI database is NOT publicly accessible. It is available to authorised government authorities (law enforcement, financial intelligence).

Penalties for non-compliance: Civil penalties up to $591/day of non-filing. Criminal penalties: up to $10,000 fine and 2 years imprisonment for wilful violations.

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UAE: UBO Register (Cabinet Decision 58 of 2020)

UAE companies are required to maintain a Real Beneficiary Register. A "real beneficiary" is the natural person who ultimately owns or controls 25%+ of the company. The register is maintained by the company and filed with the relevant licensing authority. It is not currently publicly searchable (unlike the UK's PSC register) — accessible by authorities on request.

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Using Nominees — What It Does and Doesn't Change

A nominee shareholder holds shares on your behalf. The nominee's name appears on the share register and at Companies House. You are the beneficial owner.

Does a nominee shareholder exempt you from PSC registration? No. The PSC register captures the ultimate beneficial owner — you. Even through a nominee, you remain the PSC and must be registered as such. Filing a nominee on the PSC register in your place (when you are the real beneficial owner) is a criminal offence.

• What nominees still protect (legitimately):
• Your name does not appear as a director (if a nominee director is used)
• Your name may not appear as the immediate shareholder at Companies House (the nominee does)
• But: your name appears on the PSC register as the person with significant control

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FAQs

Can I suppress my home address on the Companies House PSC register? Yes. If you are concerned about safety, you can apply to Companies House to have your residential address suppressed from the public register. A service address (your virtual office or accountant's address) is used publicly instead.

What if my company is owned by another company rather than an individual? If shares are held by a corporate entity (e.g., your BVI holding company holds your UK Ltd), you must "look through" the corporate layer. The PSC register should reflect the natural person who controls the holding company — not the holding company itself — unless the holding company is a listed or regulated entity that is already subject to its own disclosure requirements.

Does registering a PSC mean HMRC automatically knows about my offshore companies? Not automatically from the PSC register alone. However, HMRC has access to the PSC register and cross-references it with tax returns. If you are a UK tax-resident PSC of a company that also has offshore entities, and you haven't declared foreign income: HMRC has a straightforward route to identify the discrepancy.

What happens if someone is a PSC in multiple UK companies? They must be registered on each company's PSC register separately. Each company has its own register. Companies House aggregates this — a search for a person's name shows all UK companies they are registered as a PSC of.

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