PSC register first run for the UK indie hacker: alphabet shares, nominee shareholders, and the 25 percent UBO trap in 2026

Year one of a UK limited company is simple on the PSC front. You incorporated alone, you hold 100% of the ordinary shares, you are the sole director - the People with Significant Control register has exactly one entry and that entry is you. Year two is where it gets interesting. You bring in a co-founder via alphabet shares. A SEIS angel takes 5% via a nominee shareholder structure. Your spouse holds 30% of new B-shares for inheritance-planning reasons. Suddenly the PSC register has four candidate entries, two of them are not registrable for the reasons you would expect, and the form CS01 you file at the next confirmation statement has to get this right or you commit a criminal offence under the Small Business, Enterprise and Employment Act 2015.

Search "PSC register" and the first page of results is GOV.UK / Companies House official pages, law firms (Stevens & Bolton, Vistra), and corporate-services aggregators (1st Formations, Kyckr). They cover the form mechanics well but they're written for the year-one shareholder structure. The actual indie hacker question is the year-two one: when do alphabet shares count as one PSC versus many, when does a nominee make the underlying owner the registrable PSC, and how does the November 2025 Companies House register move plus the 2026 mandatory ID verification change the workflow.

This post walks the five PSC tests, the alphabet-share rule, the nominee look-through, the spouse-on-B-shares case, and the November 2025 / 2026 changes that anyone filing a CS01 in 2026 needs to know.

What PSC actually means

A Person with Significant Control is the regulatory term for a beneficial owner of a UK limited company. The PSC regime was introduced in April 2016 to make ultimate ownership of UK companies transparent - in particular to stop shell companies being used to hide who really controls a UK trade. Every UK limited company must keep a PSC register, declare it to Companies House at incorporation, and update it within 14 days of any change.

A PSC is anyone who meets at least one of five conditions:

1. Holds (directly or indirectly) more than 25% of the shares in the company.
2. Holds (directly or indirectly) more than 25% of the voting rights in the company.
3. Has the right to appoint or remove the majority of the board of directors.
4. Has the right to exercise, or actually exercises, significant influence or control over the company.
5. Has the right to exercise, or actually exercises, significant influence or control over a trust or firm that itself meets one of the four conditions above.

For a UK indie SaaS, conditions 1-3 are the practical tests. Conditions 4 and 5 catch trustees, family-office structures, and unusual influence arrangements that rarely apply to a first-or-second-year indie company.

The November 2025 Companies House register move

Until November 2025, every UK limited company was required to keep a PSC register at its registered office, and Companies House held a parallel central record updated at the annual confirmation statement. That dual-register structure is gone. From November 2025 the central Companies House PSC register is the only register; the local one at the registered office is no longer required.

Practical effect for indie hackers: the GBP 30 fee for Companies House to "keep your PSC information" via the central register option (which existed pre-Nov 2025 as an opt-in) is now the default. You no longer need to maintain a local PSC document at your registered office, and the Companies House central record is the legal source of truth for who the PSC is.

The 14-day update rule survives the change. Any PSC change - new shareholder crossing 25%, existing shareholder dropping below, change of registrable particulars (eg. address) - must still be notified to Companies House within 14 days. The notification is via the online portal at gov.uk/file-changes-to-a-company-with-companies-house, takes 5-10 minutes per change, and is free.

The 2026 mandatory ID verification

This is the bigger 2026 change. Every UK limited company director and PSC must complete identity verification at Companies House on a rolling deadline through 2026 and 2027. The verification mechanisms are:

1. Direct via Companies House - using the GOV.UK identity verification service. Free, takes 10-15 minutes, requires a UK passport or driving licence and a phone with a camera.
2. Via an Authorised Corporate Service Provider (ACSP) - companies house-approved formation agents, accountants, lawyers. Typically GBP 30-100 per verification.

The deadline for existing directors and PSCs is rolling - Companies House writes to each company with a personalised deadline based on the company's confirmation statement date. New incorporations from autumn 2025 onwards already require ID verification at incorporation.

Practical effect for indie hackers: budget 30 minutes for verification per director and PSC. For a sole-founder company that is a single 30-minute task. For a four-shareholder cap table including a spouse and two angels, that is up to four separate verifications, all of which need to happen before the next confirmation statement filing in 2026 or 2027.

The bigger gotcha is the nominee case (more on this below). If you have an angel investor holding shares via a nominee structure, the underlying beneficial owner - not the nominee - is the person whose ID needs verifying as a registrable PSC.

Alphabet shares: when A / B / C class shares count as one PSC vs many

Alphabet shares are a common structure for a UK indie SaaS that wants to pay differential dividends or split economic interest from voting interest. The basic shape: instead of one ordinary share class, you have A-shares, B-shares, C-shares, each with different rights. Founders typically hold A-shares with full voting rights; co-founders or family members hold B-shares with reduced or no voting rights; an option pool sits in C-shares.

The PSC test asks two separate questions on alphabet shares:

1. Does the holder hold more than 25% of the total shares in issue, regardless of class?
2. Does the holder hold more than 25% of the total voting rights, regardless of class?

Both questions are answered against the total - so if you have 100 A-shares (full voting), 100 B-shares (no voting), and someone holds 30 of the B-shares, they hold 15% of total shares and 0% of total voting rights. Neither test triggers PSC status.

If the same person holds 30 B-shares and 30 A-shares, they hold 30% of total shares (150 = 30+30 / 200 total) - sorry, 30% of total shares (60 / 200) - and 30% of total voting (30 / 100) - both tests trigger PSC status independently. They are one registrable PSC, listed once on the register, with the basis declared as both share-percentage and voting-percentage.

The alphabet-share question gets interesting when the rights asymmetry creates a structural minority. A common case: founder holds 70% of A-shares (full voting), spouse holds 30% of B-shares (no voting, dividend-only). The spouse holds 15% of total shares (30 / 200 if total is 100 A + 100 B) - below the 25% threshold. Sorry, the spouse holds 30 B-shares out of 200 total = 15%. Below threshold on shares, zero on voting. The spouse is not a PSC despite holding a non-trivial economic stake. Not registering them is correct - the regime is about influence, not pure economic exposure.

The opposite case: founder holds 70 A-shares, co-founder holds 30 A-shares (both classes voting). Co-founder is on 30% of total shares and 30% of total voting - PSC on both bases. They are registered with the basis as "more than 25% but less than 50% of shares" and "more than 25% but less than 50% of voting rights".

Nominee shareholders: the look-through to the UBO

This is the area where most indie hackers get the PSC register wrong on the second-year filing.

A nominee is someone who holds shares legally on behalf of someone else (the beneficial owner or UBO - ultimate beneficial owner). Common reasons to use a nominee in UK indie SaaS: an angel investor who does not want their personal name on the public Companies House register; a SEIS investor pooling cash through a SEIS fund where the fund is the legal nominee; a founder using a personal-investment-vehicle company they own to hold the shares.

Under the PSC rules - specifically the look-through rule in regulation 7 of the PSC Regulations - the beneficial owner is the registrable PSC, not the nominee. The nominee is invisible to the PSC regime. If you list the nominee on the PSC register because their name is on the share register, you have committed a criminal offence under section 790E of the Companies Act 2006 (failure to identify a registrable person).

Practical case: an angel writes a GBP 50,000 SEIS cheque, takes 5% of the company, and asks for the shares to be held by a nominee company they control. The PSC register entry should name the angel personally, not the nominee. If the angel's stake crosses 25% (eg. they led a round and took 30%), they are a registrable PSC by virtue of their beneficial ownership through the nominee.

For a SEIS fund with multiple LP investors behind it, the look-through usually stops at the fund itself if no individual LP holds more than 25% of the fund. The fund then becomes the registrable entity, with PSC declared as a corporate vehicle. For an angel-syndicate nominee where one underlying angel holds the entire stake, the look-through is direct to that angel.

The fix when you discover you have done this wrong: file form PSC02 (notice of change) with the correct beneficial owner, correct the local PSC register (now defunct from Nov 2025) for historical accuracy, and disclose the historical inaccuracy to Companies House. There is no formal penalty for self-correction; there is a real penalty for ignoring the issue.

Worked examples: three realistic year-two cap tables

Numbers concrete the rule-set. Three realistic cap tables for a UK indie SaaS at the end of year two:

Cap table 1: 60 / 40 with co-founder

• You: 60 ordinary shares (full voting)
• Co-founder: 40 ordinary shares (full voting)

Total shares: 100. Voting rights: 100.

PSC register has two entries:

• You: 60% shares, 60% voting - "more than 50%" on both.
• Co-founder: 40% shares, 40% voting - "more than 25% but less than 50%" on both.

Cap table 2: 70 / 15 / 15 with two SEIS angels via a nominee

• You: 70 A-shares (full voting)
• Angel 1 (held by SeedLegals nominee): 15 A-shares
• Angel 2 (held by SeedLegals nominee): 15 A-shares

Total shares: 100. Voting rights: 100.

PSC register has one entry:

• You: 70% shares, 70% voting - "more than 50%" on both.

The nominee is not a PSC. Neither angel is a PSC because each holds only 15% - below the 25% threshold. The nominee structure is irrelevant to the PSC register because no one in the structure crosses 25%.

Cap table 3: 50 / 30 / 20 with spouse on B-shares

• You: 50 A-shares (full voting)
• Spouse: 30 B-shares (no voting, dividend-only)
• Co-founder: 20 A-shares (full voting)

Total shares: 100. Voting rights: 70 (A-shares only).

PSC register has one entry:

• You: 50 / 100 = 50% of shares (more than 25%). 50 / 70 = 71% of voting rights (more than 50%). Two bases trigger - the higher band is reported on each.

Wait - spouse holds 30 / 100 = 30% of shares. That crosses the 25% threshold on shares alone, even though they have zero voting. So the spouse is also a PSC by share-percentage:

• Spouse: 30% shares, 0% voting - "more than 25% but less than 50%" on share-percentage.

Co-founder is on 20% shares and 20 / 70 = 29% of voting. Voting threshold crossed:

• Co-founder: 20% shares, 29% voting - "more than 25% but less than 50%" on voting-percentage.

Three PSC entries on a 50 / 30 / 20 alphabet-share structure - because each of the three crosses one of the two thresholds. The same cap table on plain ordinary shares would have produced two PSC entries (50% holder and 30% holder, the 20% holder is below threshold). The alphabet-share structure changed the answer.

The 14-day update rule and the 2026 ID verification interaction

Any PSC change must be notified to Companies House within 14 days. The clock starts on the date the change takes effect (eg. the share allotment date for a new round, the share buyback date for an exit), not the date you remember to file. Filing late is a criminal offence with a penalty up to GBP 1,000 for the company and the directors.

For 2026 the practical workflow on a new investor coming in:

1. Day 0 - share issue completes, board approves, share register updated.
2. Day 1-14 - file SH01 (return of allotment) at Companies House and PSC01 / PSC02 / PSC04 (notice of new PSC, change of details, or change of nature of control) as relevant.
3. Day 1-30 - new PSC completes ID verification at Companies House (deadline depends on whether they are a director, a corporate, or a foreign individual).
4. By next confirmation statement date - PSC information confirmed via CS01.

The flow is straightforward; the failure mode is forgetting the 14-day clock starts on the share-issue date, not the date you remember to do the paperwork. Calendar reminders.

What goes wrong - the four common PSC register failures

Across UK indie SaaS founders who run into PSC compliance issues:

1. Listing the nominee instead of the UBO - the most common error. The nominee company's name ends up on Companies House because that is what the share register says. Fix: file PSC02 with the correct beneficial owner.
2. Missing the 14-day clock on a SEIS round - the share allotment happens on day 0, but the founder is busy onboarding the angel and forgets to update Companies House until the next quarterly accounts session. Fix: build the PSC update into the SEIS closing checklist.
3. Treating alphabet shares as one class for the threshold test - a founder with 50 A-shares and a spouse with 30 B-shares assumes the spouse is sub-25% because B-shares "don't really count". Wrong - the test is on total shares regardless of class. Spouse is on 30% and a registrable PSC on the share basis.
4. Failing the 2026 ID verification deadline for an angel investor - the angel, who is now a 30% PSC, ignores the Companies House letter for two months. The company is liable for keeping its PSC information accurate; the angel is liable for completing their own verification. Both can incur penalties.

How to keep the PSC register clean as you grow

Practical hygiene for a UK indie SaaS through year two and three:

1. Keep the cap table in one canonical document - SeedLegals, Capdesk, or a clean Google Sheet. Update it the moment any share movement is approved by the board.
2. Run a PSC threshold check on every cap-table change - before and after the change. If anyone crossed (or stopped crossing) 25% on either shares or voting, that is a PSC change requiring a Companies House filing within 14 days.
3. For nominee structures, hold the look-through documentation - declarations of trust, nominee agreements, the chain from nominee to UBO. Companies House does not ask for this at filing time but the AML and KYC requirements bite when the company hits a meaningful round or contracts with a regulated buyer.
4. At each annual confirmation statement, reconcile the PSC register against the cap table - the CS01 form is the natural reconciliation point. If something has drifted during the year, fix it on the CS01 filing.
5. Build the ID verification step into onboarding for any new shareholder - send the GOV.UK identity verification link to the new investor as part of the closing pack, treat completion as a closing condition.

The PSC register is not the most exciting paperwork a founder deals with. It is one of the cheapest places to commit a strict-liability offence under UK company law, and one of the easiest to keep clean if you treat it as a 14-day discipline.

Want a data-backed UK business idea every week? Free reports drop every Thursday - keyword volumes, SERP analysis, builder prompts. Browse the latest free report on IdeaStack.

---