Register a Limited Company: Directors, Shareholders & PSCs Explained (2026/27)
To register a limited company in the UK you must name at least one director aged 16 or over and at least one shareholder, and identify controllers — persons with significant control (PSCs) — usually holders of more than 25% of shares or voting rights. One person can fill all three roles, as most single-founder companies do.
These three roles confuse new founders more than almost anything else on the form, because in a small company they often sit in the same chair. Legally, though, they are three different hats, each with its own rules and public record. This guide untangles them in plain English, with worked examples, so you can fill in the form with confidence.
If you have not started the process yet, begin with our step-by-step guide to register a limited company in the UK and come back here when you reach the people section of the form.
Directors, shareholders and PSCs at a glance
| Role | What they do | Minimum needed | On the public record? |
|---|---|---|---|
| Director | Runs the company day to day and is legally responsible for filings | At least one, aged 16 or over | Yes — name and service address |
| Shareholder | Owns part of the company through shares | At least one | Yes — shareholdings are recorded |
| PSC | Controls the company, usually through more than 25% of shares or votes | Every PSC must be identified (or a statement filed if there is none) | Yes — name, month and year of birth, and nature of control |
The golden rule is simple: directors manage, shareholders own, PSCs control. In a one-person company all three descriptions point at you, and that is perfectly normal. Problems start when founders assume owning shares automatically gives them the right to run things, or that being a director automatically makes them an owner. It does not — each role comes from a separate appointment or holding.
Directors: the people who run the company
A private limited company must have at least one director, a real person aged 16 or over. Directors need not live in the UK, but the company must have a UK registered office, and a company cannot be the sole director of a private limited company.
Directors are legally responsible for running the company and making sure its accounts and reports are properly prepared. Under the Companies Act 2006 they must act within the company’s constitution, promote the company’s success for the benefit of its shareholders, exercise independent judgement and reasonable care, avoid conflicts of interest, and declare any interest in a proposed transaction.
Two practical points catch founders out. First, a director’s name and service address are public on the Companies House register — use a business address if you would rather keep your home address private. Second, directors must verify their identity with Companies House and provide a personal code; the deadline depends on your situation, so check GOV.UK before you file. Director changes must be notified within 14 days. Note also that you must not be disqualified by a court, and an undischarged bankrupt needs the court’s permission — if either applies, take advice first.
Shareholders: the owners
Shareholders own the company. A company limited by shares needs at least one shareholder, and the same person can be sole director and sole shareholder — the classic one-founder setup. At registration you state how many shares will be issued, who owns them, and their nominal value; a common setup is 100 ordinary shares at £1 each (£100 total share capital).
Shares decide three things: who gets dividends, who votes on major decisions, and who gets what is left if the company is wound up. Dividends are normally paid in proportion to shareholdings, so the split you choose at registration has real money consequences. Worked example: Amina and Ben register a company with 100 shares at £1 each — Amina takes 60, Ben takes 40. If the directors later declare a £10,000 dividend, Amina receives £6,000 and Ben £4,000, not because Amina works harder, but because she holds 60% of the shares.
Shareholders also vote on decisions beyond the directors’ powers, such as changing the company’s name or articles. Major changes usually need a special resolution — at least 75% of votes cast — so a holder of more than 25% can block one. That is why 25% keeps appearing in company law: it is the threshold at which a minority holding becomes a blocking stake.
For co-founders, the most valuable document after the certificate is a shareholders’ agreement: what happens if a founder leaves, how shares are valued, and how deadlocks are broken. Companies House does not require one, but it is far cheaper to agree these things while everyone is still friends.
PSCs: the people who control the company
A person with significant control (PSC, sometimes called a beneficial owner) owns or controls your company. Identify your PSCs, include their details when you incorporate, and report any changes. If you cannot identify one, or there is none, say so: PSC information can never be left blank.
Someone is usually a PSC if they meet any of these conditions:
- They hold more than 25% of the company’s shares.
- They hold more than 25% of the voting rights.
- They can appoint or remove a majority of the board of directors.
- They exercise, or have the right to exercise, significant influence or control over the company.
- They exercise significant influence or control over a trust or firm that itself meets one of the conditions above.
Note the words “more than”: holding exactly 25% does not make someone a PSC on shares alone. Shares and voting rights are separate tests — a person with few shares but weighted voting rights above 25% is still a PSC, and a person who can appoint or remove most of the board is a PSC whatever they own. When you report a PSC you give a band, not an exact figure: over 25% up to and including 50%, more than 50% and less than 75%, or 75% or more.
PSCs must also verify their identity and provide their personal code; GOV.UK states every PSC has a 14-day period to provide it, with dates depending on whether they were registered before 18 November 2025 and whether they are also a director. PSC changes must be reported within 14 days of confirming them, and refusing to provide PSC information is a criminal offence.
For the full official detail, see GOV.UK’s guidance on people with significant control.
Worked examples: who is a PSC?
| Ownership structure | Who is a PSC? | Why |
|---|---|---|
| One founder owns 100% of the shares | The founder | Over 25% of shares and votes; band: 75% or more |
| Two founders, 50% each | Both founders | Each holds over 25%; band: over 25% up to and including 50% |
| Four founders, 25% each | Possibly nobody on shares alone | Exactly 25% is not “more than 25%”; check the other conditions, otherwise file a statement |
| One founder holds 20% but can appoint most directors | That founder | The board-appointment condition applies whatever the shareholding |
Four equal partners can genuinely have no PSC on shareholdings — then the company must register a statement saying so, not leave the section blank. If one of them also holds a casting vote, that person is a PSC under the significant-influence condition instead.
5 mistakes founders make with directors, shareholders and PSCs
1. Naming a director without their consent. Every director must agree to act — naming someone “just for the form” creates legal responsibility they never accepted.
2. Forgetting the PSC section. Work out your PSCs before you start the form — incomplete PSC details block the filing or store up a correction.
3. Publishing a home address without thinking. Your service address appears on the public register — use a business address if you prefer privacy.
4. Assuming ownership equals day-to-day control. A shareholder who is not a director cannot simply instruct the directors, and a director with no shares cannot pay themselves a dividend. If you want both roles, take both explicitly.
5. Not updating Companies House when people change. New director, departing shareholder, changed PSC holding — each must be reported within 14 days, diarised on the day, not at year end.
Your pre-registration people checklist
- Decide your director or directors, confirm each one is 16 or over, not disqualified, and has agreed to act.
- Decide your share split and nominal value, and write down who owns what before you open the form.
- Work out your PSCs using the more-than-25% and board-appointment tests.
- Agree a service address for each director that you are happy to see published.
- With two or more founders, agree a shareholders’ agreement in principle first.
- Check GOV.UK’s current identity-verification steps and have personal codes ready where required.
Frequently asked questions
Can the same person be a director, shareholder and PSC?
Yes. In a one-founder company the same person is normally all three: sole director, sole shareholder, and PSC at 75% or more. The roles are legally distinct, but one person may hold them all.
Can a director live outside the UK?
Yes. Directors need not live in the UK, but the company must have a UK registered office, and directors must still verify their identity and file on time.
Does my company have a PSC if I am the only founder?
Yes — you are. A sole founder holding 100% of the shares meets the more-than-25% test and must be registered as a PSC in the 75%-or-more band.
What happens if a shareholder sells their shares?
Update the register of members, check whether the PSC position changes, and notify Companies House within 14 days of confirming it.
Conclusion
Registering a limited company is not just picking a name — the people you name define who runs it, who owns it, and who controls it for years to come. Get the three roles straight before you file: appoint directors who have agreed to act, set a share split that reflects what each founder should receive, and identify every PSC honestly, including yourself if you hold more than 25%. Keep Companies House updated within 14 days of any change, and the people section will never be the thing that trips you up.
