FAQ
What's the difference between a director and a PSC?
Cap table FAQ: difference between a director and a PSC.
1 min readLast updated 19 May 2026
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Short answer
- Directors are appointed to run the company day-to-day. They make management decisions and sign contracts.
- PSCs are people (or entities) who ultimately control the company — by virtue of ownership, voting, or influence — whether or not they're directors.
A solo founder is usually both: the sole director AND the 100% PSC. But the roles diverge as soon as you start raising money or hiring outside directors.
Examples
| Scenario | Director? | PSC? |
|---|---|---|
| Founder owns 100% and runs the company | Yes | Yes (75%+) |
| VC partner sits on the board representing a 30% holder | Yes | The VC fund is the PSC (25-50%), not the partner |
| Family trust owns 40%, trustees are individuals | No | The trust may be the PSC, or the trustees, depending on terms |
| Non-executive director with no shares | Yes | No |
| Silent shareholder with 51% but no board seat | No | Yes (50-75% + voting) |
Where to record them
- Directors go in Company → Directors (s162 register)
- PSCs go in Company → PSC Register (s790 register)
- The same person may have entries in both registers — that's the common case for founders.