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

ScenarioDirector?PSC?
Founder owns 100% and runs the companyYesYes (75%+)
VC partner sits on the board representing a 30% holderYesThe VC fund is the PSC (25-50%), not the partner
Family trust owns 40%, trustees are individualsNoThe trust may be the PSC, or the trustees, depending on terms
Non-executive director with no sharesYesNo
Silent shareholder with 51% but no board seatNoYes (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.

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