Successive British governments have promoted the UK’s corporate transparency rules as a “register of beneficial ownership”.

First to champion the idea was Conservative prime minister David Cameron (pictured), who during Britain’s 2013 G8 presidency, declared: “We need to know who really owns and controls our companies — not just who owns them legally, but who really benefits financially from their existence.”

In reality, however, Cameron’s register primarily records control rather than financial benefit — a distinction that can allow the true economic beneficiaries of companies to remain hidden.

Despite claims to the contrary, the UK’s transparency rules, passed by parliament in 2015, were never designed to identify those who receive the financial benefits of ownership. Instead, it requires disclosure of ‘Persons with Significant Control’ (PSCs).

“Significant control” and “financial benefit” may both sound like synonyms for “ownership”, but they can diverge when a company’s shares are held through trust structures.

In such cases, legal decision‑making power is usually exercised by a trustee, even though the trustee is not entitled to the associated economic benefits.

Under PSC rules, therefore, the trustee must be disclosed as having “significant control”, while the ultimate economic beneficiary remains hidden.

PSC status is usually triggered by holding more than 25 percent of shares or voting rights, or by wielding the power to hire and fire directors—criteria which make no mention of financial benefit.

On this point, the UK’s transparency rules differ from standards applied in other countries that have registers of beneficial ownership.

Crumbling façade

The distinction between “control” and “benefit” is not just theoretical abstraction. Consider the case of Lemixton Solutions Ltd, a company recently investigated by Finance Uncovered and OCCRP over millions of dollars of Uzbek state contracts that appeared to be omitted from its annual accounts.

When reporters first looked into Lemixton’s ownership, filings at Companies House showed the simplest possible corporate configuration: the company had been set up with £100 of share capital by Wendy Conroy, 71, from Kent, who was the sole director and shareholder.

In order to comply with the UK’s ownership transparency laws, she also declared herself to be the sole PSC.

On the surface, Lemixton’s ownership structure appeared indistinguishable from thousands of one‑person UK businesses belonging to small-scale entrepreneurs.

It wasn’t until reporters approached Wendy with questions about the Uzbek contracts that the image of a simple ownership structure began to crumble.

Though Wendy did not respond directly, we received a phone call on her behalf from More Group, a corporate services agency run by her accountant son.

More Group said it had asked Wendy to act as a nominee director for a client, to whom Wendy had granted a general power of attorney over Lemixton’s affairs. Neither More Group nor Wendy knew anything of the Uzbek contracts.

Wendy immediately resigned as Lemixton’s director and ceased as PSC. Meanwhile, More Group said news of the Uzbek contracts amounted to “a major fraud for us,” adding that it would cut ties with the client.

Who's in control?

This left a key unanswered question: if Wendy, as director, had acted on instructions from someone else, how could she also have been the only person exercising “significant control” over the ownership of the company?

By phone, More Group told us Wendy had been declared PSC in error. But Companies House filings still showed Wendy was PSC from 2018 up to December 2 2025—the day reporters started asking questions. Moreover, Lemixton’s annual confirmation statements also indicated Wendy had been the immediate holder of the company’s shares.

This raised the possibility that Wendy exercised legal control while financial benefit sat elsewhere, potentially via a trust.

And sure enough, last month Lemixton indicated—in a filing backdated to 2018—that the company was indeed owned via a trust arrangement, though who the ultimate beneficial owner is remains unclear.

The Lemixton case neatly illustrates how PSC disclosures can record legal control while obscuring ultimate financial benefit—particularly where trust structures intervene.

This raises a broader policy question: is Lemixton an anomaly, or does it illustrate a loophole open to systematic exploitation?

Trust loophole

Back in 2015, those drafting the PSC rules were alive to the risk that trust arrangements could be used to shield beneficial owners from disclosure.

At the time, lawmakers tried to anticipate this loophole threat, introducing an anti‑avoidance provision specifically addressing trusts. Under this provision, where a trustee is a PSC, anyone who, in turn, has influence over that trustee, must also be named as a PSC.

If applied robustly, this anti-avoidance provision should prevent beneficial owners from concealing their control of UK companies.

In practice, however, the details of trust arrangements can be configured in a multitude of ways. Some types of trusts can genuinely give independent trustees full discretionary powers over the shares of a UK company, leaving the trust beneficiary without any influence at all. Equally, other types of trust can be composed in ways that allow the trust beneficiary to hold sway over the trustee.

The difficulty lies in the detail—which is typically private.

Politically sensitive

For years, trusts have remained a politically sensitive topic, with some policymakers maintaining that they ought to be treated more like private legal arrangements, kept from the prying eyes of the public.

More recently, however, new rules have been introduced that require trusts to be disclosed to a government agency known as the Trust Registration Service—although access to these disclosures for the public and for journalists remains extremely limited.

Meanwhile, other recent reforms suggest policymakers are keen to repair weaknesses in the PSC regime, though the focus has largely been on the narrow issue of identity fraud.

“Identify verification will help to deter people intending to use companies for illegal purposes,” the government has said.

In practice, though, PSC disclosure controversies usually hinge on control — whether a declared PSC truly exercises it, or whether someone else exercising it should have been declared — rather than on cases involving stolen or fabricated identities.

Measures to verify PSC identities risk looking like a patch that leaves a more fundamental hole in the transparency regime unaddressed.

Scrutiny needed

Take the case of New Life Global Networks LLP, a firm investigated by Finance Uncovered in 2022 for its role within an international agency that brokered thousands of low-cost surrogacy births in low-income countries for couples in wealthy nations seeking help with fertility problems.

When reporters studied NLGN’s ownership, they found it was owned through two nominee companies in the Marshall Islands, a corporate secrecy haven in the Pacific Ocean. However, thanks to Britain’s transparency laws, the UK-registered firm was required to name its PSC—that is, the person who sat behind the two offshore companies and was ultimately in control.

The name given was that of a Georgian national called Irakli Khvichia. But when Finance Uncovered, together with reporters at iFact in Georgia, dug deeper, they found Khvichia was the airport driver with a recent drug conviction, who had previously helped drive customers around for a fertility clinic. Was he really the person who ultimately controlled New Life’s UK unit? It seemed unlikely.

When iFact reporters approached Khvichia in the street in Georgia, he said he did indeed control the UK firm, but said he was unable, at that moment, to answer questions about the company. He would do so later, he said—an offer he subsequently withdrew. (Watch the video of an iFact reporter catching up with Khvichia here)

Less than a week later, back in the UK, NLGN quietly filed paperwork with Companies House declaring that Khvichia had ceased to be the UK firm’s PSC.

In this example, no one had stolen Khvichia’s identity. Rather it was the assertion that he alone held control over the UK firm where a question mark arose.

Without stronger scrutiny of how control is exercised — not merely who is named as exercising it — the PSC regime risks offering transparency in form while allowing opacity in substance.

*Main image: Former UK Prime Minister David Cameron in 2015 (Photo: Dan Kirkwood/Getty)