Set up a private limited company

Overview

1. Overview

To set up a private limited company you need to register with Companies House. This is known as ‘incorporation’. You need:

Once the company is registered you’ll get a ‘Certificate of Incorporation’. This confirms the company legally exists and shows the company number and date of formation.

How to register

You can register online with Companies House if your company:

Otherwise, you must use a different method of registration.

Register for Corporation Tax

Your company will also need to register for Corporation Tax within 3 months of starting to do business.

How to register

2. How to register

You can register your company:

If your company is based overseas, read the guide on registering an overseas company or contact UK Trade and Investment (UKTI) for advice.

Fees and how long it takes

Online applications are usually registered within 24 hours and cost £12 (paid by debit or credit card or Paypal).

Postal applications take 8 to 10 days and cost £40 (paid by cheque made out to ‘Companies House’).

There’s a same day service costing £100. You must get your application to Companies House by 3pm. Your envelope (and any courier’s envelope) must be marked ‘same day service’ in the top left-hand corner.

Where to send your form

Send paper applications to the address on the form.

Company address

3. Company address

Your registered office address is where official communications will be sent, for example letters from Companies House and HM Revenue and Customs (HMRC).

The address must be:

  • a physical address
  • in the same country your company is registered in, for example a company registered in Scotland must have a registered address in Scotland

You can use a PO Box but must include a physical address and postcode after the PO Box number.

You can use your home address or the address of the person who will manage your Corporation Tax if these addresses meet the rules above.

Your company address will be publicly available on the register.

Appoint directors and a company secretary

4. Appoint directors and a company secretary

Your company must have at least one director. Directors are legally responsible for running the company and making sure company accounts and reports are done properly.

A director must be 16 or over and not be disqualified from being a director.

Another company can be a director, but at least one of your company’s directors must be a person.

Directors’ names and addresses are publicly available from Companies House. You can stop your address from appearing on the register if you or your family are at risk of abuse or harm because of your company’s work.

Company secretaries

You don’t need a company secretary for a private limited company. Some companies use them to take on some of the director’s responsibilities.

The company secretary can be a director but can’t be:

  • the company’s auditor
  • an ‘undischarged bankrupt’ – unless they have permission from the court

The restrictions placed on a person when they’re made bankrupt usually end when they’re free from their debts (known as ‘discharged’). You can check if someone has been discharged using the Insolvency Register.

Even if you have a company secretary, the directors are legally responsible for the company.

Shares and shareholders

5. Shares and shareholders

A company limited by shares must have at least one shareholder, which can be a director. There’s no maximum number of shareholders.

Shareholders are owners of the company and they have certain rights, for example directors may need shareholders to vote and agree changes to the company.

Issuing your initial shares

When you register a company you need to make a ‘statement of capital’. This includes:

  • the number of shares of each type the company has and their total value – known as the company’s ‘share capital’
  • the names and addresses of all shareholders – known as ‘subscribers’ or ‘members’

Example
A company that issues 500 shares at £1 each has a share capital of £500.

Prescribed particulars

Your statement of capital also contains information about shares known as ‘prescribed particulars’.

Your prescribed particulars say what rights each type (known as ‘class’) of share gives the shareholder, and must include:

  • what share of dividends they get
  • whether they can exchange (‘redeem’) their shares for money
  • whether they can vote on certain company matters
  • how many votes they get

Memorandum and articles of association

6. Memorandum and articles of association

When you register your company you need:

  • a ‘memorandum of association’ – a legal statement signed by all initial shareholders agreeing to form the company
  • ‘articles of association’ – written rules about running the company agreed by the shareholders, directors and the company secretary

Memorandum of association

The exact wording of the statement can’t be changed. Use a memorandum of association template to make sure your document is valid.

Articles of association

Most companies use standard articles (known as ‘model articles’). You can download model articles for a company limited by shares or a company limited by guarantee.

You can write your own articles but if you do, you can’t register your company online.

Community interest companies

You can’t use limited company model articles if you’re setting up a community interest company (CIC).

Use the CIC regulator’s model constitutions instead.

Register for Corporation Tax

7. Register for Corporation Tax

After you’ve registered your company with Companies House, you’ll need to register it for Corporation Tax.

When to register

Register for tax within 3 months of starting to do business. ‘Doing business’ includes buying, selling, employing someone, advertising, renting a property or certain other activities.

You may get a penalty if you register late.

How to register

You’ll first need your company’s 10-digit Unique Taxpayer Reference (UTR). This is posted to your company address by HM Revenue and Customs (HMRC), usually within a few days of the company being registered with Companies House (incorporated).

You then register for Corporation Tax online.

Information you’ll need

When registering, you’ll need to tell HMRC:

  • your company’s registration number
  • the date you started to do business (your company’s first accounting period will start date from this date)
  • the date your annual accounts are made up to

What happens next

Once you’ve registered for Corporation Tax, you’ll be able to sign in and report it in your Company Tax Return.

HMRC will also tell you the deadline for paying Corporation Tax.

If you didn’t get a UTR

Call the helpline if you didn’t get a UTR after registering your company. HMRC will send you it by post – they can’t tell you it over the phone.

Finding your UTR in future

Your 10-digit UTR will be on all letters from HMRC and within online services. You need it:

  • if you contact HMRC about Corporation Tax
  • to send your Company Tax Return using commercial software

Last updated: 25 October 2016

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