PSC Resignation Letter (Private Limited Company — England & Wales)

When an individual ceases to hold significant control over a UK private limited company, that change must be formally notified and the PSC register updated without delay. This lawyer-drafted PSC Resignation Letter provides the complete, legally compliant documentation required to notify a company that a registered person with significant control has ceased to be registrable — protecting the company, its directors and the departing PSC against the consequences of an outdated or inaccurate PSC register.

What This Template Does

Under the Companies Act 2006, where a change occurs in the nature or extent of an individual's significant control over a UK private limited company — including where that control ceases entirely — the individual is required to notify the company of the relevant change for the purposes of updating the PSC register. Failure to do so leaves the register inaccurate and exposes the company and its officers to criminal liability.

This letter formally notifies the company of the relevant change, confirms the details of the event giving rise to that change, and records the precise basis on which the departing individual has ceased to be a registrable person within the meaning of section 790C of the Companies Act 2006. This is the document UK lawyers use in live share sale transactions and corporate restructurings to ensure PSC compliance at completion. Now it is yours.

What's Inside

This template covers every element required to produce a legally compliant PSC cessation notification:

• Identification of Departing PSC — Formally identifies the individual whose particulars are recorded on the company's PSC register as a person with significant control, providing a clear and precise documentary record of the individual whose status is changing

• Notification of Relevant Change — Formally notifies the company that a relevant change within the meaning of section 790E(4) of the Companies Act 2006 has occurred in relation to the departing individual's interest in the company — the statutory trigger for updating the PSC register

• Transaction Details — Records the details of the event giving rise to the relevant change, including the disposal of shares or other interest giving rise to the cessation of registrable status — providing a clear and auditable record of the underlying transaction

• Cessation of Control — Formally confirms that with effect from the relevant event the departing individual has ceased to hold the shareholding, voting rights, board appointment rights or significant influence or control over the company that gave rise to their registrable status

• Cessation of Registrable Status — Formally records that as a result of the relevant change the departing individual has ceased to be a registrable person within the meaning of section 790C of the Companies Act 2006 — the confirmation required to update and close out their entry on the PSC register

• Execution — Signed by the departing individual in the form required for a valid notification of relevant change under English law

Who Needs This

This document is essential for:

• Individuals selling or transferring their entire interest in a UK private limited company who need to formally notify the company of the cessation of their registrable status for the purposes of updating the PSC register

• UK private limited companies that have received notification of a disposal and need formally documented evidence of the departing individual's cessation of registrable status to update their PSC register at completion

• Buyers acquiring a controlling interest from an individual seller who need to ensure the outgoing PSC has properly notified the company of their cessation before or at completion

• Solicitors and legal professionals managing share sale transactions or corporate restructurings where an individual's PSC status is changing and the PSC register must be updated at or following completion

• Company directors and secretaries responsible for maintaining the company's statutory registers who need to ensure the PSC register accurately reflects the position following a change in individual control

Why This Document Matters

An outdated PSC register is not a technicality — it is a criminal offence. Where a registrable person fails to notify the company of a relevant change in their registrable status, both the company and its officers are exposed to prosecution under the Companies Act 2006. In a transaction context, PSC register deficiencies are routinely identified in due diligence and can delay or derail completion. This document eliminates that risk.

Why Buy From Us

This letter has been used in real share sale transactions and corporate restructurings by qualified UK lawyers. Every provision — from the notification of relevant change to the cessation of control confirmations — reflects the statutory requirements of the Companies Act 2006 as they apply to persons with significant control in England and Wales. You receive a fully editable Word document, ready to be tailored to your individual, your company and your transaction.

The document your lawyer would charge hundreds to draft. Yours today, for a fraction of the cost.