Incorporating a UK limited company means registering the business with Companies House so that it becomes a separate legal entity.

The incorporation process involves choosing a company structure, appointing directors, deciding who will own the shares and submitting the required information to Companies House.

This guide explains the main steps involved in setting up a private limited company in the UK.

What type of limited company should you form?

Most commercial businesses are incorporated as private companies limited by shares.

The main options include:

  • Private company limited by shares: Normally used by businesses that have shareholders and intend to make a profit.
  • Private company limited by guarantee: Commonly used by clubs, associations, charities and other membership organisations.
  • Public limited company: A more heavily regulated structure that may offer shares to the public.

This guide focuses primarily on private companies limited by shares.

Step 1: Choose a company name

Your company needs a name that complies with the Companies House naming rules.

The proposed name must not:

  • Be identical to an existing registered company name
  • Be too similar to certain existing names
  • Include sensitive words without the required permission
  • Suggest a connection with the government or a public authority without approval
  • Contain offensive language

A company name will normally end with “Limited” or “Ltd”. Welsh companies may use the permitted Welsh equivalents.

Registering a company name does not automatically give you trademark protection. It is sensible to check existing trademarks, domain names and social media usernames before completing the application.

Step 2: Select a registered office address

Every UK company must have an appropriate registered office address.

The address must be:

  • A physical address
  • In the same UK jurisdiction in which the company is registered
  • Suitable for receiving official documents
  • Somewhere that correspondence can be acknowledged and brought to the company’s attention

A company registered in England and Wales must have its registered office in England or Wales. Companies registered in Scotland or Northern Ireland must maintain an address in the relevant jurisdiction.

The registered office appears on the public Companies House register. You can use a home address, professional office or qualifying address service, provided it meets the legal requirements.

Step 3: Provide a registered email address

Companies must provide Companies House with an appropriate registered email address.

Unlike the registered office, this email address is not displayed on the public register. Companies House uses it to communicate with the company.

The company must be able to receive and respond to messages sent to this address. It should therefore use an inbox that is monitored regularly.

Step 4: Appoint at least one director

A private limited company must have at least one director who is a natural person.

A director must generally:

  • Be at least 16 years old
  • Not be disqualified from acting as a director
  • Provide the required personal information
  • Agree to act for the company
  • Verify their identity where required

Directors are legally responsible for managing the company and ensuring that it meets its filing, accounting and reporting obligations.

Since 18 November 2025, identity verification has been a compulsory part of incorporating a company and appointing new directors. Directors must provide their Companies House personal code as part of the relevant process. Companies House identity-verification guidance explains the current requirements.

A director’s month and year of birth, nationality, occupation and service address normally appear on the public register. Their full date of birth and usual residential address are generally protected from routine public disclosure.

Step 5: Decide who will own the company

A private company limited by shares must have at least one shareholder. The shareholder can also be the company’s director.

You will need to decide:

  • Who will own the shares
  • How many shares the company will issue
  • The nominal value of those shares
  • Whether the company will have one or more share classes
  • What voting, dividend and capital rights the shares will carry

A simple owner-managed company might issue one ordinary share with a nominal value of £1. However, that structure will not be suitable for every business.

Companies with multiple founders, investors or family shareholders should consider carefully how ownership and control will be divided.

Step 6: Identify the people with significant control

The incorporation application must include information about the company’s people with significant control, commonly called PSCs.

An individual may be a PSC if they:

  • Hold more than 25% of the company’s shares
  • Control more than 25% of its voting rights
  • Can appoint or remove a majority of the board
  • Otherwise exercise significant influence or control over the company

A company can have more than one PSC. In some cases, another company or legal entity may need to be recorded instead.

PSCs are also subject to Companies House identity-verification requirements.

Step 7: Prepare the memorandum and Articles of Association

The company needs two constitutional documents.

Memorandum of association

The memorandum records the subscribers’ intention to form the company and become its first members.

When a company is incorporated online, the memorandum is usually created automatically from the information entered in the application.

Articles of Association

The Articles contain the internal rules governing how the company operates.

They may deal with matters such as:

  • Directors’ decision-making powers
  • Shareholder voting
  • Board meetings
  • Dividends
  • Share transfers
  • Conflicts of interest
  • Different share classes
  • Appointment and removal of directors

Many new companies adopt the standard model Articles. Customised Articles may be more appropriate where the company has several shareholders, different share classes, outside investment or particular management arrangements.

Step 8: Choose a SIC code

A Standard Industrial Classification code, usually called a SIC code, describes the company’s main business activity.

You must choose at least one SIC code when incorporating the company. A company carrying out several activities can use more than one code.

Select the code that most accurately describes what the business does. The company can update its SIC codes later through its confirmation statement.

Step 9: Confirm the company’s lawful purpose

The subscribers forming the company must confirm that it is being incorporated for lawful purposes.

The company must also confirm through its confirmation statements that its intended future activities will remain lawful.

Providing false or misleading information to Companies House may have serious consequences.

Step 10: Submit the incorporation application

A private limited company can normally be registered:

  • Through the Companies House online service
  • Using approved company formation software
  • Through an accountant, solicitor or formation agent
  • By submitting a paper form IN01

The online service is usually suitable for straightforward companies adopting model Articles. A software provider, professional adviser or paper application may be necessary for more complex share structures or customised constitutional arrangements.

You will normally need to provide:

  • The proposed company name
  • Registered office address
  • Registered email address
  • Director details and personal codes
  • Shareholder information
  • PSC information
  • Share capital details
  • The Articles of Association
  • The relevant SIC code
  • Required compliance statements

The standard digital incorporation fee is currently £100, while a paper application costs £124. Fees can change, so check the current Companies House fee schedule before applying.

How long does incorporation take?

A straightforward online application may be processed within approximately 24 hours, although processing is not guaranteed within that period.

Applications can take longer if:

  • The proposed name requires approval
  • Information is missing or inconsistent
  • Identity details cannot be matched
  • Custom Articles are submitted
  • Companies House needs to carry out additional checks
  • The application is made by post

The company does not legally exist until Companies House has approved the application and issued its certificate of incorporation.

What is a certificate of incorporation?

The certificate of incorporation is official evidence that the company has been registered.

It normally confirms:

  • The company’s registered name
  • Its company number
  • The date of incorporation
  • The jurisdiction of registration
  • Whether it is private or public
  • Whether its members’ liability is limited

The company number remains the same even if the company later changes its name.

What should you do after incorporation?

Registering the company is only the beginning of its compliance obligations.

After incorporation, the company may need to:

  • Open a business bank account
  • Issue share certificates
  • Create and maintain its statutory registers
  • Keep accounting and company records
  • Register for Corporation Tax after becoming active
  • Register for VAT if required
  • Set up PAYE before paying employees or directors
  • Obtain licences, permits or business insurance
  • File annual accounts
  • Submit a confirmation statement at least once every 12 months
  • Report changes to directors, PSCs, shares and registered details

The company’s money should be kept separate from the personal finances of its directors and shareholders.

Can someone living outside the UK incorporate a company?

Yes. UK company directors and shareholders do not generally have to live in the UK or be British citizens.

However, the company must have an appropriate registered office in the UK jurisdiction where it is incorporated. Directors and PSCs must also satisfy the applicable identity-verification requirements.

Registering a UK company does not automatically provide immigration rights, UK tax residence, a bank account or permission to work in the UK.

Should you use model or customised Articles?

Model Articles may be sufficient for a straightforward company with one owner or a simple ownership structure.

Customised Articles may be worth considering where:

  • There are several founders
  • The company has different share classes
  • Investors require special rights
  • Share transfers need to be restricted
  • Certain decisions require enhanced approval
  • A sole director needs clearer decision-making authority
  • The company has detailed succession arrangements

The Articles should be consistent with any shareholders’ agreement. Conflicting or poorly drafted documents can create uncertainty about control, voting and share ownership.

Common incorporation mistakes

Common mistakes include:

  • Choosing the wrong share structure
  • Issuing too many or too few shares without considering the consequences
  • Using an unsuitable registered office
  • Selecting an inaccurate SIC code
  • Failing to identify all PSCs
  • Adopting model Articles that do not suit the business
  • Entering names or dates of birth incorrectly
  • Assuming incorporation automatically registers the company for every tax
  • Treating company money as personal money
  • Failing to understand a director’s legal responsibilities

Correcting an unsuitable structure after incorporation can involve additional filings, resolutions, professional fees and tax consequences.

Final answer

To incorporate a UK limited company, you must choose an appropriate company name and structure, provide a registered office and email address, appoint at least one director, identify the shareholders and PSCs, decide the share structure and submit the constitutional documents and application to Companies House.

The company becomes a separate legal entity only when Companies House approves the application and issues the certificate of incorporation.

Careful planning before registration can help prevent future disputes, filing problems and costly changes to the company’s ownership or Articles.

This article provides general information and does not constitute legal, tax or financial advice.

‍

‍
UKcompany.blog assumes no responsibility or liability for any errors or omissions in the content of this website or blog. The information contained in this website or blog is provided on an "as is" basis with no guarantees of completeness, accuracy, usefulness, or timeliness.