Pulley migration · UK Ltd

Pulley for UK Ltd Series A: a controlled migration plan

Pulley for UK Ltd Series A teams requires two records to agree: the live ownership model used for the financing and the company records, class rights, PSC information, resolutions, and filings that support it.

UK Ltdentity record
Series Afinancing stage
Record ↔ modelreconciliation
The short answer

Preserve the Pulley history, reconcile share classes, convertibles, option grants, PSC thresholds, and negotiated round mechanics, and treat Companies House reporting and EMI review as separate adviser-owned workstreams rather than software side effects.

01 — Segment-specific migration plan

Keep the records that explain the ownership.

Every page in this controlled cluster uses the same migration discipline. The records and checks below are specific to UK Ltd companies at the Series A stage.

Segment module 1

Pulley shutdown-to-reconciliation runway for a UK Ltd Series A

Pulley's official notice states that it will cease all operations and services on 8 December 2026 and says existing customers may qualify for a limited-time offer and assisted migration to Carta.

Use a deadline-led workflow: secure the Pulley record and supporting documents, rebuild the record in the destination system, reconcile it line by line, and obtain founder, finance, and counsel sign-off before using it in the round data room. The document-export instruction is an operational recommendation, not a claim that the Pulley shutdown FAQ lists every required file.

The page should distinguish a software migration from a legal transaction: preserving the source record is not the same as issuing, transferring, cancelling, or reclassifying shares.

Sources: Pulley — FAQ: What is happening with Pulley’s shutdown, GOV.UK — Make changes to your private limited company: Shares

Segment module 2

UK Ltd share-class and Companies House control layer

GOV.UK says a company limited by shares must have at least one shareholder and may issue different share classes with different rights.

GOV.UK identifies a person holding more than 25% of shares or voting rights as a person with significant control, which is a useful UK-specific reconciliation check.

GOV.UK says share-structure changes must be reported to Companies House; new shares generally must be reported within one month, while other share-structure changes must be reported within 21 days.

Make the page ask whether the Pulley record agrees with the statutory share structure, class rights, shareholder register, PSC information, and the company's actual resolutions and filings.

Sources: GOV.UK — Choose your shareholders for companies limited by shares, GOV.UK — Make changes to your private limited company: Shares, GOV.UK — File changes to a company with Companies House

Segment module 3

Series A close-room model: convertibles, pool, and new money

Y Combinator describes a SAFE as a contract that funds a startup now for shares later and says it converts automatically when the startup raises a priced round.

YC's own standard-deal page illustrates one ordering in a priced round: outstanding SAFEs and other convertible instruments convert, an option pool is created or increased, and new money is invested. This is a YC-specific example, not a universal UK Series A rule.

The module should let a reader label every pre-round instrument, identify whether the option pool is pre- or post-money for the negotiated transaction, and compare the source Pulley record with the signed instruments and board-approved round documents.

Sources: Y Combinator — The SAFE: The standard way startups raise money, Y Combinator — The Y Combinator deal

Segment module 4

UK employee-equity and EMI reconciliation

HMRC says most companies can offer EMI if they have assets of £120 million or less and fewer than 500 full-time employees, subject to the full eligibility rules.

HMRC says EMI options are limited to £250,000 in a three-year period and gives a 25-hours-per-week or 75%-of-working-time service condition, with excluded activities and other conditions applying.

A migration checklist should preserve grant date, exercise price, vesting, leaver terms, option status, and the evidence needed for an adviser to assess EMI treatment; the product must not promise EMI eligibility or tax outcomes.

Sources: HM Revenue & Customs / GOV.UK — Enterprise Management Incentives (EMI)

02 — Illustrative cap table

UK Ltd · Series A ownership scenario

Illustrative, arithmetic-checked example only: a UK Ltd has migrated its existing record from Pulley and is modeling a hypothetical priced Series A. The new security is labelled 'Series A Preferred' for modeling convenience; actual UK share rights and class documentation require qualified counsel. This is not market data, a forecast, or legal, tax, or investment advice.

Illustration, not a benchmark.The figures below are assumptions for explaining the arithmetic. They are not market averages, legal advice, tax advice, or a forecast of your financing.

Swipe horizontally to review every scenario column.

UK Ltd · Series A ownership scenario
InputValueWhy it is here
Founders700,000 ordinary shares.Illustrative input used only for this scenario.
Existing investors200,000 ordinary shares.Illustrative input used only for this scenario.
Employee option pool reserved before the round100,000 shares.Illustrative input used only for this scenario.
Pre-money fully diluted shares1,000,000; the option pool is included in that pre-money total.Illustrative input used only for this scenario.
Illustrative pre-money valuation£8,000,000.Illustrative input used only for this scenario.
Illustrative new Series A money£2,000,000.Illustrative input used only for this scenario.
Input 7Assume no outstanding SAFE, note, warrant, exercise, or other instrument converts in this simplified example.Illustrative input used only for this scenario.

Price per share = £8,000,000 / 1,000,000 = £8.00. New Series A shares = £2,000,000 / £8.00 = 250,000. Post-money fully diluted shares = 1,000,000 + 250,000 = 1,250,000. Post-round ownership: founders 700,000 / 1,250,000 = 56%; existing investors 200,000 / 1,250,000 = 16%; option pool 100,000 / 1,250,000 = 8%; Series A 250,000 / 1,250,000 = 20%. The pre-round holders collectively retain 1,000,000 / 1,250,000 = 80% of the post-round company.

The hypothetical round sells 20% post-money to the new investor and dilutes each pre-round category proportionally: founders move from 70% of the pre-round total to 56%, existing investors from 20% to 16%, and the option pool from 10% to 8%. The example is useful for validating migration and scenario-modeling arithmetic, but it does not establish a customary Series A valuation, ownership target, UK tax result, or legal share structure.
Show scenario assumptions
  • The option pool is included in the negotiated pre-money fully diluted capitalization; real term sheets may define this differently.
  • All modeled shares have equivalent economic and voting treatment for the arithmetic; real UK Ltd classes can carry different rights.
  • No convertible instruments, warrants, accrued interest, or pro-rata participation alter the denominator.
  • Currency, valuation, ownership, and option-pool inputs are deliberately hypothetical and are not market observations.
  • A UK corporate lawyer, accountant, and tax adviser must review the actual transaction and filings.
03 — Reconciliation checklist

Check the segment assumptions before you save.

A clean import can still be incomplete. Compare the extracted table with the documents and approvals that created these entries.

  • Review “Pulley shutdown-to-reconciliation runway for a UK Ltd Series A” against the source export and governing documents.
  • Review “UK Ltd share-class and Companies House control layer” against the source export and governing documents.
  • Review “Series A close-room model: convertibles, pool, and new money” against the source export and governing documents.
  • Review “UK employee-equity and EMI reconciliation” against the source export and governing documents.
05 — UK Ltd · Series A FAQ

Questions that change for this company.

Is this a UK company-formation page?

No. It is a migration page for an existing UK company that already has a Pulley record and is preparing for or completing a Series A. Formation, share-class design, shareholder rights, PSC analysis, and filings are separate legal and company-secretarial workstreams.

Sources: Pulley — FAQ: What is happening with Pulley’s shutdown, GOV.UK — Choose your shareholders for companies limited by shares

When does Pulley say its service will stop?

Pulley's official notice says it will cease all operations and services on 8 December 2026. The official shutdown FAQ spells out the date; recheck that source and the company’s Pulley account before relying on the deadline.

Sources: Pulley — FAQ: What is happening with Pulley’s shutdown

Will moving our cap-table software change our legal ownership?

A software migration should be treated as reconstruction and validation of a record, not as an automatic share issuance or transfer. If the company actually changes its share structure, issues shares, changes rights, or alters its distribution, GOV.UK says the relevant Companies House reporting and timing rules apply; obtain UK legal and company-secretarial advice.

Sources: GOV.UK — Make changes to your private limited company: Shares, GOV.UK — File changes to a company with Companies House

How should we handle SAFEs or other convertibles in a Series A migration?

Capture each signed instrument and its conversion terms, then model the negotiated round against the source record. YC explains that a SAFE generally funds the company now for shares later and converts automatically in a priced round, but YC forms and examples are not a substitute for advice on a UK Ltd's documents, securities, tax, or share classes.

Sources: Y Combinator — The SAFE: The standard way startups raise money, Y Combinator — The Y Combinator deal

Can the page promise EMI eligibility or a UK tax outcome?

No. HMRC's EMI rules include company-size, employee-service, value, activity, and other conditions, and a particular employee or grant may have a different tax result. The page can explain what data to preserve for adviser review, but it should not guarantee EMI treatment, valuation, withholding, or capital-gains results.

Sources: HM Revenue & Customs / GOV.UK — Enterprise Management Incentives (EMI)

Sources and scope

Facts you can check.

Reviewed 2026-09-22. Provider, company-law, securities, and tax rules can change. Confirm the documents and obligations that apply to your company with qualified counsel and tax advisers before acting.

Move with the documents intact

Secure the export. Reconcile the table. Keep the proof.

Use Lovie to structure the migration, then review every result against the records that govern the company.

No automatic-transfer promise. No zero-loss guarantee. You review before anything saves.