UBO, PSC, Shareholders: What’s the Difference—And Why It Matters for Your Product
1. Introduction
If you’re building onboarding, compliance, or enrichment workflows, chances are you’ve come across terms like shareholder, PSC, and UBO. They sound similar — and they’re often used interchangeably — but in practice, they mean very different things.
That confusion isn’t just academic. For product teams, data engineers, and compliance leads, misunderstanding these terms can lead to incomplete due diligence, regulatory gaps, or bad user experiences. You might think you’ve identified the owner of a business, when in reality, you’ve only scratched the surface.
Each concept—shareholder, PSC (Person with Significant Control), and UBO (Ultimate Beneficial Owner)—reflects a different aspect of company ownership or control. They vary not just by definition, but also by data availability, regulatory expectations, and jurisdictional rules.
This article breaks down:
- What each term really means
- How they’re reported (or not) across countries
- Why the distinction matters for your product
- How Zephira unifies and normalizes this data across 150+ countries
If your product touches KYB, AML, compliance, or ownership transparency, this guide will give you the clarity you need — and help you avoid building on assumptions.
2. What Is a Shareholder?
A shareholder is the most basic form of company ownership. It’s the person or legal entity that holds equity shares in a business — typically recorded in official company registries or internal shareholder ledgers.
Shareholders can be:
- Individuals (natural persons)
- Legal entities (companies, funds, trusts)
- Nominees (holding shares on behalf of someone else)
The percentage of ownership a shareholder holds is typically tied to voting rights, dividend rights, and sometimes board representation — but not always. And importantly, not all shareholders are UBOs or persons with real control.
In many jurisdictions, company registries require the disclosure of:
- The names of shareholders
- Their shareholding percentage or number of shares
- Type of shares (e.g., ordinary, preferred)
- Whether they are individuals or corporate entities
However, the depth of disclosure varies by country and company type. In some jurisdictions (like the UK or France), shareholder information is public and relatively complete. In others (like the U.S. or Switzerland), the data may be completely private or only available through secondary sources.
Some countries also limit disclosure based on thresholds. For instance, a registry might only report shareholders who own more than 25% of a company — leaving smaller (but still significant) holders unreported.
It’s also worth noting that:
- Shareholders can be fronts for other parties (e.g., shell entities or nominees)
- Not all shareholders have actual control over the company’s operations
- Some are passive investors with no influence on decisions
Understanding who the shareholders are is a starting point, but in regulated sectors or high-risk environments, it’s rarely enough. That’s where PSCs and UBOs come in — adding layers of clarity and legal control to the picture.
3. What Is a PSC (Person with Significant Control)?
A PSC, or Person with Significant Control, is a legal designation introduced in the United Kingdom under the Small Business, Enterprise and Employment Act 2015. It was designed to increase corporate transparency by identifying the individuals who ultimately exercise control over a company — even if they don’t hold the majority of shares on paper.
While “PSC” is a UK-specific term, it reflects a broader global push for beneficial ownership transparency. Similar frameworks now exist across the EU and other jurisdictions, but the UK’s PSC register remains one of the most detailed and accessible.
A person is typically considered a PSC if they:
- Own more than 25% of a company’s shares
- Hold more than 25% of voting rights
- Have the right to appoint or remove the majority of directors
- Exercise significant influence or control over the company or a trust/entity that owns it
Unlike shareholders, PSCs focus on control, not just ownership. That means someone could be classified as a PSC even without holding shares directly — for example, through veto rights, special agreements, or indirect influence via other companies.
PSC ≠ Shareholder ≠ UBO
It’s a common mistake to equate PSCs with shareholders or UBOs, but they are not interchangeable:
- A shareholder might not meet the control threshold to be considered a PSC.
- A PSC might not be a UBO if they represent someone else or a controlling trust.
- A UBO might not be a registered PSC at all, especially in countries without such a registry.
Why It Matters
If your product relies on UK company data, PSC records are often the most structured and transparent source of ownership/control information available. But they still have limitations:
- PSCs are self-reported
- Verification varies
- Some companies list only “no PSC” or “details withheld” due to exemptions
In short: PSCs are a valuable data layer — especially for UK-based entities — but relying on them as your sole ownership indicator creates blind spots. You still need to dig deeper to uncover true UBOs and multi-layered structures.
4. What Is a UBO (Ultimate Beneficial Owner)?
A UBO, or Ultimate Beneficial Owner, is the person who ultimately owns or controls a company — even if that ownership is indirect, obscured, or layered through multiple legal entities.
Unlike shareholders or PSCs, a UBO is not defined by jurisdiction-specific rules, but by global compliance standards — particularly those set by the Financial Action Task Force (FATF). The UBO concept is central to anti-money laundering (AML), counter-terrorism financing (CTF), and Know Your Business (KYB) regulations worldwide.
A UBO is generally:
- An individual who owns or controls 25% or more of a company’s shares directly or indirectly
- Someone who exercises effective control, even without legal ownership (e.g., through influence, trusts, or nominee arrangements)
But thresholds can vary:
- In the EU and UK, the 25% rule is standard
- In stricter jurisdictions or sectors (like financial services), the threshold may be lower or based on influence, not equity
What makes UBOs especially complex:
- They often sit multiple layers away from the legal entity — through shell companies, holding groups, or offshore vehicles
- They may not appear in public records — and must be inferred or investigated
- In some jurisdictions, UBO data is filed with regulators but not publicly accessible
Why UBO ≠ Shareholder or PSC
- A UBO might not be listed as a shareholder — instead, they control a company that owns another company.
- A PSC might meet the UK’s definition but fall short of FATF’s UBO criteria.
- Shareholders might hold equity on behalf of the UBO, especially in nominee or trust setups.
Why UBOs Matter for Products and Compliance
If you’re building onboarding flows, screening for sanctions, or supporting financial institutions, identifying the UBO is often a regulatory requirement, not just a best practice. It’s the only way to ensure you’re not doing business with sanctioned individuals, politically exposed persons (PEPs), or hidden bad actors.
But UBO discovery isn’t easy. It requires:
- Access to verified shareholder data
- Cross-jurisdictional tracing through ownership chains
- Intelligent matching against sanctions and PEP lists
- Ongoing monitoring for structural changes
That’s why building UBO visibility into your product requires more than registry lookups — it demands a platform that understands corporate structure.
5. Why These Differences Matter in Practice
Understanding the distinction between shareholders, PSCs, and UBOs isn’t just a compliance exercise — it’s a product design decision with real-world consequences.
Too many platforms treat ownership data as binary: “Who owns this company?” But the answer depends entirely on what definition of ownership you’re using, and what problem you’re trying to solve.
Here’s what can go wrong if you get it wrong:
1. Incomplete Onboarding
If your onboarding flow only checks for direct shareholders, you may miss the person who truly controls the company — especially in layered group structures or shell networks.
2. Regulatory Blind Spots
Using PSC data for non-UK entities, or assuming shareholders = UBOs, leaves you exposed to compliance risks. Many jurisdictions don’t disclose PSCs at all, and some companies list placeholders like “no PSC identified.”
3. Missed Sanctions & PEP Matches
Bad actors rarely hold shares directly. Sanctioned individuals and politically exposed persons often control companies indirectly. Without UBO tracing, your product may approve entities it should flag — or worse, fail to detect ongoing risk.
4. Flawed Risk Scoring and Credit Models
Ownership structure affects risk. A company owned by a bankrupt entity or politically connected person might look stable at the surface but carry serious reputational or financial exposure beneath.
5. Confusing User Experiences
If you show only partial ownership data to users — or present PSCs as UBOs — it erodes trust in your platform and creates false confidence in your data coverage.
In short, if your product uses company ownership data for trust, risk, compliance, or segmentation, you need to handle all three concepts — shareholder, PSC, and UBO — differently, and with context.
Assuming they’re the same can create hidden liabilities.
Designing for their differences creates resilience.
6. How Zephira Handles Ownership Structure and UBO Discovery
At Zephira, we’ve built our platform to go far beyond basic shareholder lookups. Our ownership intelligence engine is designed to give product, compliance, and data teams complete visibility into corporate structures, across jurisdictions, in real time.
Because UBO discovery is rarely straightforward, we take a layered approach:
Multi-Layered Ownership Mapping
We trace ownership across entities, even when companies are held by other companies. Our system recursively unpacks group structures until the ultimate individual(s) at the top are identified — based on both shareholding and control indicators.
Registry-Sourced Shareholders + PSCs
Where available (e.g., UK, France, Denmark), we pull direct shareholder and PSC data directly from registries. All entries are matched to individual or entity-level profiles and normalized by type: individual, company, trust, or unknown.
UBO Inference Based on Threshold Logic
Using FATF guidelines and jurisdiction-specific thresholds, we identify ultimate beneficial owners, even when they aren’t explicitly listed in the registry. If a person controls 25% or more — directly or through a holding chain — they are flagged as a UBO.
Control-Based Tagging
Beyond shareholding, we detect indicators of effective control, such as:
- Board appointment rights
- Veto powers
- Holding company influence
- Majority voting control
This ensures we don’t miss UBOs who control through influence, not just equity.
PEP and Sanctions Screening
Each identified UBO and shareholder is automatically checked against:
- Global sanctions lists
- Politically exposed persons (PEP) databases
- Adverse media sources (optional enrichment layer)
This enables real-time risk scoring at both entity and ownership levels.
Full Chain Transparency
Zephira returns not just who owns a company, but how. Our API delivers a structured ownership tree, with:
- Each link in the chain
- Ownership percentage
- Entity type
- Jurisdiction
- Source (registry or enriched)
This allows teams to visualize and audit control, trace back to individual owners, and comply with AML regulations — all from a single endpoint.
In a world where ownership is intentionally obfuscated, Zephira brings clarity.
We don’t just tell you who is listed — we help you uncover who really controls the business.
7. When to Use Shareholders vs. PSC vs. UBO in Your Product
Each ownership concept — shareholder, PSC, UBO — serves a different purpose, and not every product needs all three. The key is knowing which layer of ownership matters for your specific use case, and where it becomes a risk if ignored.
Here’s how to think about applying them:
For KYB & Onboarding Workflows
Use shareholders for basic registry validation and initial screening. But for compliance-grade workflows — especially in regulated sectors like fintech, crypto, or B2B payments — you’ll need to identify the UBO.
UBO checks are mandatory under AML and FATF rules in most jurisdictions, and failing to trace indirect control can lead to regulatory exposure.
For Risk & Compliance Monitoring
Start with UBOs and PSCs. These individuals often carry the most influence and, therefore, the most risk. Use Zephira’s chain tracing and sanctions/PEP integration to assess exposure not just at the surface level, but through ownership layers.
For Lead Scoring & Segmentation
In commercial use cases like account-based marketing or revenue operations, shareholders or PSCs may be enough — especially when used to identify founder-led companies, family ownership, or influential investors.
You likely don’t need full UBO mapping unless it ties to product qualification criteria.
For Investment or Strategic Analysis
Use all three layers. Shareholders give context on ownership structure. PSCs flag local control. And UBOs help surface hidden influence or connections across markets — especially in M&A, vendor due diligence, or market intelligence tools.
For Internal Dashboards & Enrichment
Use registry-sourced shareholders to enrich company profiles. If UBO data is not directly available, Zephira can infer it and flag it as estimated.
PSCs add further value in UK data or when building out compliance reporting features.
Summary:
| Use Case | Use Shareholders | Use PSCs | Use UBOs |
|---|---|---|---|
| KYB / AML Compliance | ✅ | ✅ | ✅ |
| Risk Monitoring | ✅ | ✅ | ✅✅ |
| CRM / Lead Enrichment | ✅✅ | ✅ | — |
| Investment / Vendor Risk | ✅ | ✅ | ✅✅ |
| Internal Analytics | ✅ | — | ✅ (if available) |
No matter what you’re building, the best approach is layered.
Start with what’s disclosed — then go deeper when risk or regulation demands it.
8. Final Thoughts
Ownership data isn’t one-dimensional — and neither are the risks that come with misunderstanding it.
Shareholders tell you who holds equity.
PSCs show you who meets control thresholds, in jurisdictions where that data is available.
UBOs reveal who actually pulls the strings — even if their name never appears on paper.
If your product touches KYB, onboarding, compliance, or company intelligence, knowing the difference isn’t just helpful — it’s critical. These distinctions impact risk exposure, regulatory alignment, and how much trust your users place in the data you deliver.
At Zephira, we handle the complexity so you don’t have to.
- We source shareholder and PSC data directly from official registries
- We infer UBOs using ownership chain logic, thresholds, and control signals
- We flag every source and every assumption — so you always know what’s verified and what’s enriched
Because building with bad assumptions leads to broken trust.
And building with clarity creates products that scale.
Ownership is layered. Your data platform should be too.
Frequently Asked Questions (FAQ)
1. What is the difference between a shareholder and a UBO?
A shareholder is anyone who owns shares in a company. A UBO (Ultimate Beneficial Owner) is the person who ultimately controls or benefits from a company, even through indirect or layered ownership.
2. Is a PSC the same as a UBO?
No. A PSC (Person with Significant Control) is a UK-specific legal term based on control thresholds. A UBO is a global concept tied to FATF guidelines and may involve indirect ownership or control not captured in PSC filings.
3. Why do product teams need to understand UBO vs shareholder?
Because building KYB, onboarding, or risk workflows with only shareholder data can miss hidden risks. UBOs reveal who ultimately controls the business, which is critical for compliance and trust.
4. Do all countries require disclosure of UBOs?
No. Some countries mandate UBO disclosure to regulators but not to the public. Others provide partial data, or none at all. Zephira bridges this gap by tracing ownership chains and applying threshold-based logic.
5. Can I use shareholder data to infer UBOs?
Sometimes — but only if the ownership structure is simple. In many cases, UBOs are several layers removed or use nominee structures. That’s why Zephira provides both registry data and inferred UBOs based on global standards.
6. How does Zephira help identify UBOs?
Zephira connects to 100+ registries, extracts shareholder and PSC data, maps ownership chains, and applies FATF-aligned logic to surface UBOs. Each field is source-tagged and supported by real-time PEP/sanctions screening.
