Three Years After the TRS Deadline: Britain's Quieter Beneficial-Ownership Register and the PSC Divergence Problem

When the 1 September 2022 deadline expired on HMRC's expanded Trust Registration Service, the legal and tax press treated it as the culmination of a five-year compliance scramble. Three years on, in May 2026, the dust has settled — and what remains is a regulatory peculiarity. Britain now operates two parallel beneficial-ownership registers. The Companies House Persons with Significant Control (PSC) regime, public and free, governs corporate ownership. HMRC's Trust Registration Service (TRS), restricted and opaque, governs trusts. The two were never harmonised. The Economic Crime and Corporate Transparency Act 2023 did not change that. For anyone running due diligence against UK structures, the gap between the two registers is the most under-discussed corporate-transparency story in the country.

Why two registers exist at all

The PSC regime sits in Part 21A of the Companies Act 2006, inserted by the Small Business, Enterprise and Employment Act 2015 and live since 6 April 2016. Its premise is straightforward: any individual holding more than 25% of a UK company's shares or voting rights, or otherwise exercising significant influence or control, must be named on the Companies House register, confirmed each year via CS01 and amended event-by-event through PSC01 to PSC09.

TRS is a different animal. It was established under the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 — the UK's transposition of the Fourth Money Laundering Directive — to register trusts that incurred a UK tax charge. It went live on 26 June 2017. The Fifth Money Laundering Directive, brought into UK law on 6 October 2020 via the Money Laundering and Terrorist Financing (Amendment) (EU Exit) Regulations 2020 (SI 2020/991), did the disruptive bit: it required registration of all UK express trusts and certain non-UK trusts, whether they paid tax or not. The original deadline for existing trusts was 10 March 2022, extended once to 1 September 2022.

Two regulators, two statutory bases, two access regimes — and, crucially, two definitions of "beneficial owner".

Side-by-side: PSC versus TRS

The differences look procedural. They are structural. PSC is a market-facing transparency tool: a journalist, a banker, a counterparty or a competitor can pull the data on demand. TRS is a regulator-facing tool: visibility is by application, and the bar for a "legitimate interest" claim under regulation 45ZB of the amended MLR 2017 — tightened again by SI 2023/9 — is high enough that very little public scrutiny has actually reached the data since 2022.

What TRS captures that PSC misses

The PSC threshold of more than 25% is the boundary at which the regime begins to see ownership. Below it, nothing is recorded. Above it, only the individual at the end of a control chain — not the intermediate trust — is named in the public file.

TRS records the trust itself, with all named settlors, trustees, beneficiaries and any individual exercising effective control. The implications for company ownership become unusual quickly:

1. Bare trusts holding shares for minors. A grandparent transferring a 30% stake to a grandchild via a bare trust must appear on both. The PSC record names the grandchild (or, until they reach majority, names them with a description of the trust). The TRS record names the trustees and the grandparent as settlor. The full control chain is visible only by joining the two registers.
2. Discretionary trusts. Where 25% or more of shares sit in a discretionary trust, the PSC entry typically records the trustees collectively as PSCs and the trust as a non-registrable legal entity. TRS lists the class of beneficiaries, which may number dozens. Only TRS shows the class; PSC shows only the trustee names.
3. Nominee arrangements below 25%. A nominee holding 24% of a company is below the PSC threshold and invisible on Companies House. The trust behind that nominee is still required to register with HMRC. PSC sees nothing; TRS sees the structure.
4. Non-UK trusts holding UK land. Following the 5MLD expansion, and overlapping with the Register of Overseas Entities regime, non-UK express trusts holding UK real estate must register with TRS even where no UK company is involved. Companies House never sees them.

The corollary is that anyone running ownership due diligence on a UK company against the PSC register alone is working with a partial map.

Volumes and the deadline aftermath

HMRC has not made TRS volumes a routine published statistic in the way Companies House publishes incorporation and dissolution numbers. The figures that have emerged through Freedom of Information responses and Society of Trust and Estate Practitioners (STEP) reporting put TRS registrations at approximately 800,000 trusts by mid-2024, the bulk of them non-taxable trusts brought in by the run-up to the September 2022 deadline. That compares with somewhere around six million PSC entries against roughly 5.4 million live UK companies on the Companies House register at the end of 2025 — a useful reminder that trusts, as a structural form, are an order of magnitude less common than corporate shareholdings but disproportionately concentrated in higher-value estates.

A representative late-registration penalty timeline for a non-taxable trust missing the deadline, drawing on HMRC's published guidance and the early tribunal record:

• Within 90 days of trigger: no penalty.
• First instance, late, not deliberate: nominal £100, often waived where the trustee acts on first notice.
• Repeated late filing: £100 fixed plus daily £10 in the most serious cases.
• Deliberate failure to register: up to £5,000 per trust, typically deployed where structures have been used to obscure ownership.

For taxable trusts the late-registration penalty interacts with the corresponding tax liability and can climb sharply if the underlying tax has been understated. The asymmetry with Companies House's £150-and-rising scale for late accounts is striking — TRS is, in penalty terms, a less aggressive regime than the corporate register, despite handling more sensitive beneficial-ownership information.

What ECCTA did, and what it deliberately did not

The Economic Crime and Corporate Transparency Act 2023 rewrote the Companies House identity, address and verification regime — covered in earlier posts on this site — and tightened the PSC regime by linking director and PSC identity verification through Authorised Corporate Service Providers. It did not touch TRS. The Trust Registration Service remains the operational responsibility of HMRC, governed by the MLR 2017 as amended, and unaffected by ECCTA's reforms.

That is a policy choice, not an oversight. Pre-legislative consultation around the second Economic Crime Bill explicitly weighed, and rejected, a unified UK beneficial-ownership register. The Treasury's preference was that trust data remain under HMRC's tax-administration umbrella rather than become publicly searchable through a Companies House-style portal. The result is a transparency regime split by regulator and unified only at the level of the obliged entity — the bank, the accountant, the lawyer — who must check both and report any discrepancies to either.

Where due diligence quietly fails

In practice, the divergence shows up at three points in any ownership check on a UK company:

• The PSC says "trustee". Companies House records the trustee as the registrable individual, with a description of the role. The trust itself, its settlor, its protector and its discretionary class are invisible without a TRS request.
• The PSC says "no individual has significant control". Common where ownership is dispersed below 25% across multiple trusts. Each individual trust still registers with HMRC; the company is recorded as effectively PSC-exempt on Companies House.
• The PSC says a foreign holding company controls the UK entity. That entity may itself be held by a non-UK trust with a TRS registration if it touches UK assets — but the public-register user has no signal to look for it.

For regulated firms running customer due diligence under MLR 2017, the duty to check both registers (and to file discrepancy reports under regulation 30A and the parallel TRS discrepancy provisions) closes the loop. For everyone else — counterparties, investors, journalists, civil society — the PSC register continues to look like Britain's beneficial-ownership disclosure when it is, in fact, only half of it.

Editorial view

Three years on from the September 2022 deadline, TRS has succeeded as a compliance project and failed as a transparency one. The data has been collected. The data is rarely read outside HMRC and the regulated sector. The Treasury's decision to keep TRS behind a "legitimate interest" gate, while Companies House has spent a decade making PSC data the most-consumed corporate dataset in the country, has left Britain with a regime that satisfies the letter of 5MLD without delivering the public-scrutiny dividend that PSC has demonstrably produced.

Whether the next round of economic-crime legislation — already trailed in the 2025 Economic Crime Plan refresh — revisits that boundary is the open question of the next two years. Until it does, TRS will remain the corporate-transparency story most due-diligence workflows still treat as someone else's problem.