Business Incorporation

Registration Documents & Forms

To set up as a limited company in the UK, you - or the agent acting for you - will need to send several documents and completed forms to Companies House, or, in Northern Ireland, to the Companies Registry for Northern Ireland:

• A Memorandum of Association, giving details of the company's name, location and what it will do
• Articles of Association, describing how the company will be run, the rights of the shareholders and the powers of the company's directors
• Form 10 (Statement of the First Directors, Secretary and Registered Office) giving details of the company's registered office and the names and addresses of its directors and company secretary

• Form 12 (Declaration of Compliance with the Requirements of the Companies Act), stating that the company meets all the legal requirements of incorporation

Businesses in England, Scotland and Wales can find downloadable forms relating to company registration and other matters on the Companies House website.

Find downloadable forms for registration of businesses in Northern Ireland on the Companies Registry website.

 

The Company's Officers

The officers of the company are the people formally appointed to run it - the company directors and company secretary.  By law, companies must have officers in place at all times, and their names and addresses must be on the company's registration documents.  If officers resign or new ones are appointed, or if their personal details change, the Registrar of Companies must be informed straight away.  You can find downloadable company registration forms on the Companies House website.

You can find out about company officers and company directors on the Companies House website.

How Many Officers Does A Company Need To Have?

This depends on the type of company:

• Private companies must have at least one director, but it is not essential to have a company secretary.  If there is only one director, this must be stated in the company's Articles of Association.
• Public limited companies (PLCs) must have at least two directors and a company secretary.  The company secretary of a PLC must be formally qualified.

Company directors must be at least 16 years of age, although there is no upper age limit.

Every company must have at least one director who is a "natural person", ie. not another company.  There is a grace period until 1 October 2010 for any company that only had corporate directors on 8 November 2006.

Can One Person Form A Company?

It's possible for a single person to form a so-called "single member" private company and to be the sole director of this company.  If the company decides to have a company secretary, they cannot be the same person as the sole director.

You can read about the Companies Act 2006 on the Department for Business, Enterprise and Regulatory Reform (BERR) website.

Find out about the special rules that apply to single member companies on the Companies House website.

Get further advice and information about company registration in Northern Ireland on the Companies Registry section of the Department of Enterprise, Trade and Investment website.

 

Types Of Limited Company

Most small businesses that opt for limited company status become private limited companies rather than public limited companies (PLCs).  The main differences between them are that:

• PLCs can raise money by selling shares on the stock market - private limited companies cannot
• PLCs must have share capital of at least £50,000
• PLCs must have at least two shareholders, two directors and a qualified company secretary
  
  

Find out about the special rules that apply to PLCs on the Companies House website.

A private company limited by shares can convert into a PLC, but it will need to re-register in order to do this.  Find out about re-registering as a PLC at the Companies House website.

Limited by Shares or by Guarantee?

Private limited companies are owned by their shareholders and are limited by shares.

This means that shareholders who paid in full for their shares are not liable for the company's debts.  Shareholders who part-paid for their shares are liable for the outstanding amount owing to the company for their shares.

It is also possible to set up a private company limited by guarantee.  In this case, the people forming the company - its 'members' - agree on liability limits when they set up the company.  This structure is often used by social enterprises to limit the personal liability of their directors and trustees.

Naming Your Company

You cannot choose a name that is the same as that of a company that already exists, and you should avoid:

• Names that people may find offensive
• Sensitive names
• Names that are too similar to those already in existence
  
  

You are not allowed to choose a name which is potentially misleading, eg using words such as 'international' if you are a UK-only business.

 

Registering Your Company & Getting Help

The registration process for a limited company can be handled directly with Companies House or you can use the services of a company formation agent, accountant or solicitor to do it for you.

Find help on company registration in Northern Ireland on the Companies Registry section of the Department of Enterprise, Trade and Investment website.  The registration process in Northern Ireland is very similar to that elsewhere in the UK.

Company Registration Fees

Companies House charges a standard registration fee of £20.  It also offers a premium same-day registration service for a fee of £50.  Memorandum and Articles of Association have to be obtained from law stationers or company formation agents and this costs from £20 to £30.  The cost of having form 12 witnessed is around £10.

For an idea of fees, which range from around £25 to £500, and services offered by company formation agents, accountants and solicitors, who can handle the process for you, look under company formation in your local telephone directory, business directories or search the web.

Getting Help With Company Formations

Companies House can advise you on the basics of the registration process, but they cannot give you detailed advice on how to draw up the necessary documentation.  You can handle the registration process yourself, but it is a good idea to seek professional advice.  A company formation agent, solicitor or accountant can carry out the process for you, for a fee, as well as offer advice.  Again, look in your local telephone directory or search the web.

 

Tax Matters of a Limited Company

Limited companies have to pay corporation tax on their income and profits.  They also need to operate a PAYE (Pay As You Earn) system to collect and pay income tax and National Insurance contributions from their employees - including company directors.

The company itself must work out how much corporation tax it needs to pay, using a self-assessment system.  To avoid paying penalties, it's important to understand how this system works and when your company needs to make returns.  Your accountant or auditor will be able to advise you.

What You Must Do About Taxes When You Set Up A Company

When you register a new company, the Companies Registrar will pass on the details to HM Revenue & Customs (HMRC).  You must also contact your own local HMRC office to let them know that your company exists.  If you do not do this, you may have to pay a penalty.

If you have any questions about tax for companies, you should see HM Revenue & Customs: PAYE for employers.

For new businesses, you should see HM Revenue & Customs: Introduction to PAYE for employers.

 

Checklist: Setting Up & Registering A Limited Company (Private or Public)

As well as registering your business as a company, there are several other things that you need to do to put it on a proper legal footing.  Make sure you:

• Display your company's name clearly on the outside of all its offices or other places of business.
• Display your company's name clearly on all its business stationery, including letters, invoices, receipts and cheques.
• Show your company's place of registration, registered number and registered office address on all its business letters order forms, emails and faxes.
• If you have a company website, show the company's name, registered office and geographic addresses, registered company number, VAT number and the place of registration.  It must also include an email address.
• If any company directors' names are included in letters (other than in the text or as the person signing it) you must include the names of all the directors.
• Send all the necessary registration documents and forms to the Registrar of Companies, completed and signed.  See the section on this page on registration documents and forms.
• Check you have received confirmation - Certificate of Incorporation - from the Registrar of Companies that your application for limited company status has been successful.  The company comes into existence when the Registrar of Companies issues a Certificate of Incorporation.
• Contact HM Revenue & Customs.

It's worth remembering, though, that the above checklist only covers the basics.  There are many other tax and reporting obligations that your company must meet from year to year.  Contact your accountant to ensure you are fully aware of these obligations.