Our webapp shows 50,000 UK companies hide their true ownership

UK company law requires every UK company to disclose the individuals who control it – their “person with significant control” (PSC). But the rules are widely ignored. We’ve found that around 50,000¹The original version of the map showed 65,000. We’ve since refined the approach and excluded companies that we believe are likely to be compliant; that reduces the number to 50,000. UK companies hide their true ownership by unlawfully listing a foreign company as their PSC – that’s not permitted. And we’re publishing an interactive map showing all 50,000.

Companies House initially enforced the PSC rules with prosecutions – there were 43 in 2016. But prosecutions dwindled over time, with none at all in 2022, and only four in the first quarter of 2023.

You can jump straight to the interactive map here, but please do read the limitations and caveats below – the map provides an accurate overall picture, but no conclusions should be drawn about an individual company without a manual review to check the position carefully.

UPDATED 24 March; significant updates – view the UK companies on the map, show links between companies, much better UI, more refined scope (excluding worldwide listed companies).

The PSC rules

Historically, Companies House showed who the shareholders of a company were, but stopped there. So if, for example, a company was owned by a tax haven holding company, you wouldn’t be able to ever find out who the ultimate shareholder was.

This all changed in 2016 – rules were put in place requiring companies to identify their “persons with significant control” – meaning the actual humans who were able to tell the company what to do.²The legislation starts here, and is fairly easy to read – there’s also useful (statutory) guidance Normally this would be the ultimate shareholder – but sometimes there would be someone who wasn’t a shareholder, but who nevertheless could ensure that the company always adopted the activities they desired. They too would be a “person with significant control”.

So, let’s say a secretive oligarch establishes a UK company with some local directors. The shares in the company are held by a Panamanian company, and that in turn is held by the oligarch’s personal chef. Pre-2016, any Companies House search stopped dead in Panama. But today, the company should register the oligarch (not the Panamanian company, and not the chef) as the “person with significant control”.

And that’s the whole point of the rules – to enhance corporate transparency and help stop the abuse of companies for nefarious purposes.

How are the rules ignored?

Some people, like Douglas Barrowman, arrange for their companies to report a false PSC – often an employee (i.e. analogous to the personal chef in the oligarch example).

Others simply fail to file a PSC at all.

But a common approach – sometimes an error, sometimes intentional, is to file a foreign company as the PSC. So, in the oligarch example, the Panama company would be listed as the PSC. This, however, clearly isn’t permitted. The PSC has to be an actual living breathing person. Listing a foreign company as a PSC breaks the whole purpose of the rules – that we should be able to find out who really owns a company.

There are a few exceptions:

• UK companies – they can be listed as a PSC… the idea is that you can then check the PSC for that company.
• Companies which are widely held, so that no one person has more than 25% of the shares or voting rights in the company.
• Companies listed on a stock exchange/regulated market.

There is a useful summary of the rules from law firm Clifford Chance LLP.

The map

Our map shows all the location of all the foreign companies that are listed as PSCs, hiding the true ownership of a UK company.

There are about 50,000. Not all will be illegitimate – we discuss the limitations of our approach below. However we believe the vast majority are breaking the law.

Each dot is a PSC for a UK company. The dot is:

• Green where the UK company is an active company
• Orange where the UK company files dormant accounts (in most cases it will really be dormant, but many fraudulent companies file as dormant to avoid scrutiny)
• Red where the UK company is listed by Companies House as being in default in some way – either it failed to file its accounts, mail sent to its registered office is being returned, or its registered office is being disputed (i.e. it is “squatting” at someone else’s address – often a sign of fraud).
• Grey where the foreign company has ceased to be a PSC. This could be because they realised their error and corrected the register.
• Black where the UK company is dissolved.³This wasn’t in the first version for technical reasons; we’ve now added it.

Click on a company/dot to show its details.

Click on the coloured dots in the legend to enable/disable the different categories – when the map loads, dissolved companies and former PSCs are not initially shown, but you can click on them and change that. Or, for example, you can deselect the green and orange dots, and just show the red – companies which may be in default.

Search for companies using the search window at the top right. The code will search through both UK and foreign companies, and show you all the PSCs matching your text. Click on one and the map will jump straight to it.

Click “share” to generate a link that will take others to the company you’ve identified – it saves location and popup state.

You can view a full screen version here (previously we embedded the map on this page, but a number of people said that wasn’t working very well).

Note that the app runs locally on your device, so any searches you make are only visible to you.⁴The app does save a cookie so you only see the tutorial once, but does nothing else with it.

An example

Douglas Barrowman has a reputation for hiding the ownership of his companies. His most well-known business is the “Knox” group. So let’s search for Knox (this link replicates my search):

Sure enough, Knox Capital Solutions (UK) Limited is listing an Isle of Man company as its PSC. We can’t see any lawful basis for this.

What are the limitations of the map?

To create the map we analysed Companies House PSC data to find all the PSCs that are foreign companies. We excluded listed companies⁵It’s easy to find all the companies listed on the UK stock exchange. An important point we missed in the original map is that some UK companies are owned by foreign companies which are listed on a UK stock exchange. This isn’t a small effect – there are about 600. They were wrongly included in our original map and are now excluded. Our apologies. and US stock exchanges. There’s no obvious source for global listed companies – we ended up using this.⁶Some of these won’t be on regulated exchanges, but as a practical matter we think that the great majority will be widely held in any event. We then geolocated each PSC and UK company.

This is an imperfect approach:

• Companies list their addresses in many different ways; often they make mistakes (typos like “Enlgand”). We tried to deal with this, but weren’t completely successful. So we have accidentally included some UK PSCs which are not breaking the law; they just didn’t enter their address correctly. That’s why you see a handful of PSCs on the map in the UK.
• Whilst we’ve tried to exclude listed companies, the process is imperfect and some will have slipped through, e.g. because of differences in spelling between different lists, or because the named PSC is not itself the listed company.
• A company that’s widely held (with no person holding 25%) has no PSC. Some widely held UK companies incorrectly show their immediate foreign holding company – there is nothing untoward going on here, but they will show up on this map when they really shouldn’t. So, for example, the US company Chatham Financial Corporation is shown as the PSC for Chatham Financial Europe, Ltd. Chatham is employee owned – nobody has 25% ownership – and so the PSC entry should expressly say that there is no PSC. Hence Chatham’s entry is technically wrong, but clearly not a case where someone is hiding ownership… it doesn’t really deserve to be on the map.
• The map includes dissolved UK companies. That is intentional, because people shouldn’t be able to walk away from a company and leave breaches of company law unfixed (although, rather unsatisfactorily, there is no way to correct entries for dissolved companies, and Companies House currently makes no effort to correct them). But dissolved companies, and former PSCs, are switched off when the map loads – you can enable them by clicking on the legend.⁷Thanks to those who suggested this approach
• The geolocation won’t always be accurate, particularly when (as is often the case) companies provide incomplete or incorrect addresses.
• With this large number of companies there’s no possibility for reviewing the entries manually – so it’s all dependent on the code, and that can easily make mistakes. Nobody should make any firm conclusion about any individual company listed without checking it out carefully.

However the vast majority of the 50,000 companies on the map don’t fall in any of these categories.

Are criminal offences being committed?

We should be forgiving in many cases. Companies House lets companies submit any old nonsense in their PSC filings. Many people just don’t understand the rules. The Companies House systems should pop up a warning if a company tries to enter a foreign company as the PSC.⁸Perhaps along the lines of “you should not do this unless you have obtained legal advice. The consequences of getting this wrong could include prosecution. Type ‘I understand and accept this’ to continue.”

Nevertheless, most of the dots on the map represent a criminal offence. There’s a specific requirement that, where someone knows they control a company, but they haven’t received a notice from the company requiring them to provide information, then they have to tell the company that they do in fact control it. If they don’t do this, then they commit an offence – with up to two years’ imprisonment, and an unlimited fine.

There is also a general offence of filing false documents with Companies House; if the documents were filed recklessly or intentionally then it’s punishable by up to two years in jail.

We wouldn’t suggest that there should be 50,000 prosecutions, or even 1,000 – but the most serious cases, involving either actual fraud or substantial companies (who should know better) should not just be ignored.

One serious problem: these rules, like all UK company law, are essentially unenforceable against foreign directors. That should change. We should require companies with no UK directors to appoint a UK law firm or other regulated professional as their agent, responsible for their filings.

How many PSC breaches are prosecuted?

Almost none. We obtained data from the Crown Prosecution Service showing prosecutions for breaches of the PSC rules from 2016, the year the rules came into force:

The full FOIA response is here. We have written to request updated data.

The code

The underlying data, html, javascript and css files that create the webapp are all licensed under the usual  Creative Commons BY-SA 4.0 licence (unless it says otherwise). In short, you may freely use any of this for any purpose, and adapt it how you wish, provided you attribute it to Tax Policy Associates Ltd. 

The scripts that generated the data can be found on our GitHub.

Many thanks to J for the original idea, P for help with javascript, and R and A for feedback. Thanks most of all to the authors of the javascript libraries that power our map: jQuery, Leaflet and LZ-String.

• 1
  The original version of the map showed 65,000. We’ve since refined the approach and excluded companies that we believe are likely to be compliant; that reduces the number to 50,000.
• 2
  The legislation starts here, and is fairly easy to read – there’s also useful (statutory) guidance
• 3
  This wasn’t in the first version for technical reasons; we’ve now added it.
• 4
  The app does save a cookie so you only see the tutorial once, but does nothing else with it.
• 5
  It’s easy to find all the companies listed on the UK stock exchange. An important point we missed in the original map is that some UK companies are owned by foreign companies which are listed on a UK stock exchange. This isn’t a small effect – there are about 600. They were wrongly included in our original map and are now excluded. Our apologies.
• 6
  Some of these won’t be on regulated exchanges, but as a practical matter we think that the great majority will be widely held in any event.
• 7
  Thanks to those who suggested this approach
• 8
  Perhaps along the lines of “you should not do this unless you have obtained legal advice. The consequences of getting this wrong could include prosecution. Type ‘I understand and accept this’ to continue.”