Company Formation

How to Set Up a Limited Company in the UK

A practical step-by-step guide to registering a limited company with Companies House - what you need, which decisions matter, and what to do in your first

By Ian HarfordUpdated 17 May 202611 min read
Man and woman reviewing a printed document together at a desk with a laptop and bookshelf behind them

This is not legal advice

This article is for general information only. It is not legal, financial, or tax advice. Consult a qualified professional before making decisions for your business.

If you have already decided to set up a limited company, the next step is straightforward: register with Companies House. The online process takes around 15 to 30 minutes for a standard single-director company and costs £100 (as of 1 February 2026). Standard online applications are normally processed within 24 hours; a same-day service is available for an additional fee.

But a few decisions inside that process deserve more thought than the form implies - and some choices are difficult or impossible to reverse once made.

This guide walks you through the full process - from what to prepare before you open the form, through each step of registration, to what you must do in the first 30 days after your company is incorporated.

What You Need Before You Start: Information to Prepare in Advance

Before you open the Companies House registration service, gather the information below. Having it ready means you complete the form in one sitting rather than abandoning it halfway through.

  • Your proposed company name (and at least one alternative in case your first choice is taken)

  • A registered office address in the UK - this will be publicly visible and is where official correspondence from HMRC and Companies House is sent

  • Full name, date of birth, nationality, and residential address for every director

  • Full name and address for every person with significant control (PSC) - typically anyone owning more than 25% of shares

  • Your chosen SIC code - a four-digit number that classifies your business activity

  • Your share structure - how many shares, at what nominal value, and who holds them

  • A valid email address and a debit or credit card for the registration fee

Use a professional address if you work from home

Your registered office address appears on the public Companies House register permanently. Many sole directors use an accountant's address or a registered address service rather than their home address. This is entirely acceptable and avoids your home address being publicly searchable.

Choosing a Company Name: The Rules and What to Check

Your company name is one of the decisions that cannot easily be changed once set - and changing it later involves a formal process and a fee. It is worth spending time here before you start the form.

Companies House will reject your application if your proposed name is identical or too similar to an existing registered company. The register is searchable at no cost via the Companies House name availability checker before you apply.

There are also naming rules you must follow:

  • The name must end with "Limited" or "Ltd" (or the Welsh equivalents if you register in Wales)

  • Certain words require approval or evidence - words like "Royal", "Bank", "Institute", and "Chartered" are restricted

  • The name cannot be offensive or contain punctuation other than specific permitted characters

  • The name must not be identical or confusingly similar to an existing registered trade mark - and infringement risk is not limited to the same sector if the mark has a strong reputation. Companies House approval does not override trade mark law; always search the UK IPO trade mark register before choosing your name.

Companies House approval is not the same as trade mark clearance

A name can pass the Companies House check and still infringe an existing trade mark. If your brand name is central to your business, check the UK Intellectual Property Office (IPO) trade mark register as a separate step. This is not legal advice - if you are concerned about name conflicts, a trade mark attorney can run a clearance search.

SIC Codes: How to Choose the Right One for Your Business

A SIC code - Standard Industrial Classification code - is a four-digit number that categorises your business activity. Companies House requires at least one, and you can add up to four if your business spans several activities.

The SIC code you choose does not restrict what your company can legally do - it is primarily an administrative classification used for statistical purposes. That said, choosing a clearly wrong code can create confusion with HMRC, so it is worth picking the closest match.

The full list of SIC codes is available on the Companies House website. Search by keyword - for example, "consulting", "software", "retail", or "construction" - and review the descriptions to find the best match. If nothing fits precisely, choose the closest category and add a second code if needed.

SIC codes can be updated later

Unlike your company name or initial share structure, SIC codes can be updated when you file your next confirmation statement. If you are unsure, choose the best fit for now - you are not locked in.

Share Structure and Directors: The Decisions That Matter

For most first-time founders setting up alone, the share structure question feels more complicated than it needs to be. Here is the practical reality for a standard single-director company.

The simplest structure for a single founder

Issue one class of shares - ordinary shares - at a nominal value of £1 each. Start with 100 shares. As the sole director and shareholder, you hold all 100.

This gives you 100% ownership, keeps the structure clean, and leaves room to issue additional shares later if you bring in a business partner or investor. The nominal value (£1 per share) is not what the shares are worth - it is just the par value used for accounting purposes.

If you are setting up with a co-founder

Decide on the ownership split before you start the form. If you and a partner are splitting 50/50, issue 50 shares to each. If the split is 60/40 or another ratio, issue shares in that proportion.

The initial share allocation is a decision that matters. Changing the ownership structure later - through share transfers or new share issuance - is possible but involves legal paperwork, potential stamp duty, and tax considerations. Get it right first time, and if the ownership structure is at all complex, take professional advice before you file.

Directors and shareholders are not the same thing

A director runs the company and has legal duties under the Companies Act 2006, as amended - most recently by the Economic Crime and Corporate Transparency Act 2023, which introduced mandatory identity verification for directors and new corporate criminal liability obligations.

A shareholder owns a portion of the company. In a small company, the same person often holds both roles - but they are legally distinct. Every limited company must have at least one director. There is no minimum requirement for the number of shareholders.

How to Register Online With Companies House: A Step-by-Step Walkthrough

The online registration service is available at gov.uk. Most straightforward applications are processed the same day, though Companies House recommends allowing up to 24 hours. You will need to pay the registration fee at the point of submission. As of 1 February 2026, the digital incorporation fee is £100 (paper: £124). Fees are subject to change, so verify the current fee on the Companies House website before you apply.

Companies House Registration: Step by Step

Create a Companies House account

Go to the Companies House sign-in page and create a WebFiling account if you do not already have one. This is the account you will use to manage your company's filings going forward.

Start a new company registration

Select 'register a private limited company'. You will be asked to confirm the company type - for most founders this is a private company limited by shares.

Enter your company name

Type in your proposed company name. The system will tell you immediately if a name is unavailable. Include 'Limited' or 'Ltd' at the end.

Add your registered office address

Enter the full UK address. This must be a physical address - PO boxes are not accepted as standalone entries, though they can be included alongside a full address.

Add your SIC code

Search for your SIC code using the built-in lookup tool. Select the closest match and add additional codes if your business spans multiple activities.

Set up your share structure

Enter the number of shares, the class (ordinary), and the nominal value per share. Then assign shares to each shareholder by name and address.

Add directors

Enter full name, date of birth, nationality, residential address, and service address for each director. Your residential address is not publicly displayed by default - your service address is.

Confirm persons with significant control (PSCs)

Confirm who holds significant control of the company - typically anyone with more than 25% of shares or voting rights. This information is publicly visible on the register.

Review, pay, and submit

Review all the information carefully before submitting. Pay the registration fee by card. You will receive an email confirmation and, once approved, a Certificate of Incorporation.

Your Certificate of Incorporation confirms your company's legal existence, its registered number, and the date of incorporation. Keep it - you will need it for bank account applications and other formal purposes.

What Happens After Registration: Your First 30 Days as a Limited Company

Incorporation is the start, not the finish. Several steps need to happen quickly after your company is registered - some are legal requirements, others are practical necessities.

  1. Register for Corporation Tax with HMRC - you must do this within three months of starting any business activity (including advertising, taking on staff, or buying stock), not just making your first sale.

  2. Register for VAT if your taxable turnover exceeds £90,000 in any rolling 12-month period (the threshold since 1 April 2024 - always verify the current figure on GOV.UK before relying on it, as it is subject to change). VAT registration is also available voluntarily if it benefits your business.

  3. Set up a business bank account - most banks require your Certificate of Incorporation and your Companies House registration number. This keeps your business finances separate from your personal accounts, which is a legal and practical necessity as a limited company director.

  4. Register for PAYE (Pay As You Earn) if you plan to pay yourself a salary through the company - even a small director's salary requires PAYE registration*

  5. Obtain any licences or regulatory approvals your specific business activity requires. The Companies House registration does not cover sector-specific licensing.

* Since April 2025 the employer NIC Secondary Threshold dropped from £9,100 to £5,000 (rate rose to 15%), meaning any director salary above £5,000 now triggers employer NIC - this is a significant change, so be sure to seek professional guidance.

The three-month Corporation Tax window is easy to miss

HMRC requires you to register for Corporation Tax within three months of starting to trade - not three months from incorporation. If you begin trading immediately after registration, that clock starts on day one. Set a reminder and do not leave this step.

Setting Up Your Business Bank Account and Accounting After Registration

A dedicated business bank account is not optional for a limited company - mixing personal and company finances creates legal and accounting problems. Open one as soon as your Certificate of Incorporation arrives.

Several UK banks and fintech providers offer business current accounts for new companies, from traditional high-street banks to app-based accounts opened in minutes. Your choice will depend on the features you need and how much you are willing to pay in monthly fees.

Set up an accounting system before money starts moving. Accounting tools designed for small UK companies handle invoicing, expense tracking, payroll, and VAT returns. Getting your bookkeeping right from the start is significantly easier than untangling a year's worth of transactions later.

Your accountant can handle the post-registration admin

If you plan to work with an accountant, bring them in now rather than after you have started trading. A good accountant can handle your Corporation Tax registration, set up your payroll, advise on your salary and dividend structure, and get your bookkeeping started correctly. This is a practical time to engage them - not at the end of your first trading year.

Your Ongoing Obligations: What You Must Do Each Year as a Company Director

Registering a company creates ongoing legal obligations. Missing them results in automatic penalties from Companies House or HMRC - neither organisation sends reminders as standard. As a director, it is your responsibility to know these deadlines.

  • Confirmation statement – filed annually with Companies House to confirm your company's details are up to date*

  • Annual accounts (statutory accounts) - Annual accounts (statutory accounts) – filed with Companies House each year**

  • Corporation Tax return (CT600) – filed with HMRC annually, due 12 months after the end of your accounting period***

  • VAT returns - if registered for VAT, typically filed quarterly. Due one month and seven days after the end of each VAT period.

  • PAYE and payroll - if you pay a salary, Real Time Information (RTI) submissions to HMRC are required each time you run payroll.

  • Self Assessment - as a director, you must register for Self Assessment and file a personal tax return each year, even if all your income comes through the company.

* Due within 14 days of your confirmation statement date. As of 1 February 2026, the digital filing fee is £50 (always verify the current amount on the Companies House website before filing).

** For a company's first accounts (which may cover up to 18 months), the deadline is 21 months from the date of incorporation. For all subsequent years, accounts are due nine months after the accounting reference date.

*** Corporation Tax itself must be paid within nine months and one day of the period end. For 2025/26, the small profits rate is 19% on profits up to £50,000, the main rate is 25% on profits over £250,000, and marginal relief applies between those thresholds.

A calendar reminder on day one is worth more than a late-filing penalty

When your Certificate of Incorporation arrives, note your company's incorporation date and set calendar reminders for your confirmation statement anniversary and your first accounting period end. Companies House and HMRC charge automatic penalties for late filing - and they accumulate quickly. An accountant or company secretary can manage these deadlines for you if you prefer not to track them directly.

Registering a limited company is genuinely straightforward for a standard single-director business. The form is clear, the process is fast, and for most founders the hardest part is simply knowing which decisions matter before they start. Now you do.

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Frequently asked questions

How do I register a limited company?

Registering a limited company in the UK is a process that can be completed entirely online, but it involves a number of steps and decisions worth understanding before you begin. Many founders rush through registration without fully considering the options available — from how to structure share capital to how to name the company — and some of those choices are more consequential than they first appear.
Limited companies are registered with Companies House, the official registrar. The process requires a company name, a registered office address, details of at least one director, and details of shareholders and their share allocation. You will also need to submit a memorandum and articles of association — the constitutional documents that govern how the company operates. Most straightforward formations can be completed online directly with Companies House or through a formation agent.
While the mechanics of registration are simple, the decisions made at formation — around share structure, director appointments, and articles of association — can be difficult to unwind later. Seeking brief professional input before registering, particularly if forming with co-founders or intending to raise investment, is time well spent. Our guide to registering a limited company walks through the process step by step.

What is a director of a limited company?

When a limited company is formed, it must have at least one director — the individual legally responsible for managing the company and ensuring it meets its statutory obligations. Many founders form a company without fully understanding what being a director means in legal terms, or how the role differs from being a shareholder or an employee of the company.
A director of a limited company is an officer with legal responsibility for its management and compliance. Directors owe duties to the company under the Companies Act — including duties to act in good faith, to promote the success of the company, to exercise independent judgement, and to avoid conflicts of interest. These are legal obligations, not optional guidelines. Directors are also responsible for ensuring statutory filings are submitted to Companies House and HMRC on time.
Being a director carries personal responsibilities that exist independently of being a shareholder or employee. Failing to meet statutory obligations can result in personal liability in certain circumstances, and serious breaches can lead to disqualification. Many founder-directors are unaware of the full scope of their responsibilities until something goes wrong. Our guide to director responsibilities for UK founders covers the key duties in plain terms.

What are articles of association?

When a limited company is formed in the UK, it must have a set of governing rules that determine how it is run. These rules are contained in a document called the articles of association — a term founders encounter during registration, often without a clear sense of what these documents contain or how much they matter for the way a company operates in practice.
Articles of association are the constitutional rules of a limited company, setting out how the company is governed, how decisions are made, the rights attached to different classes of shares, and the procedures for appointing and removing directors. Founders can adopt model articles — a standard template from Companies House — or submit custom articles. Model articles suit many simple structures, but companies with multiple founders, complex share arrangements, or investor relationships often benefit from custom articles.
Articles of association are public documents filed at Companies House and can be amended after formation, but amendment requires a formal shareholder resolution and a filing process. For companies intending to raise external investment, it is common for investors to require amendments as part of a funding round. Our guide to articles of association explains what each section covers and when custom articles are worth considering.

What is share capital?

Share capital is a concept that founders encounter when registering a limited company, but it is one that is often set up without much thought — many founders simply adopt whatever defaults a formation agent suggests. Understanding what share capital actually means, and how the decisions made at formation affect ownership structure and future flexibility, is worth spending time on before you register.
Share capital is the total value of shares issued by a company to its shareholders. When a company is formed, founders decide how many shares to issue and at what nominal value. The allocation determines each shareholder's ownership percentage and, depending on the articles, their voting rights and entitlement to dividends. The nominal value does not need to reflect the commercial value of the business — it is a legal construct rather than a statement of the company's worth.
Share capital decisions affect how ownership is divided, how future investors can be brought in, and what happens if a co-founder leaves. Starting with a round number of shares at a low nominal value gives the company flexibility to allocate further shares later without administrative complexity. Our guide to share capital and company structure explains the key decisions UK founders need to make at formation.

What is Corporation Tax?

When a business operates as a limited company, its profits are subject to a different tax from the Income Tax paid by sole traders. Corporation Tax is levied on limited company profits, and understanding how it works — including when it is due and how the liability is calculated — is one of the core financial obligations every company director needs to be aware of.
Corporation Tax is levied on the taxable profits of UK limited companies, calculated after allowable business expenses and other deductions have been subtracted from trading income. Unlike Income Tax for sole traders, it is paid by the company itself rather than by individual directors or shareholders. The company must register for Corporation Tax with HMRC, file a return for each accounting period, and pay any tax owed within the required timeframe after the accounting period ends.
The rate of Corporation Tax and any reliefs available are set by the government and may change over time — current rates should always be confirmed with HMRC or an accountant. Planning around Corporation Tax, including understanding which expenses are deductible, is an area where professional advice typically pays for itself. Our guide to Corporation Tax for UK limited companies covers the key principles and compliance requirements.

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Ian Harford

Ian Harford

FCIM Cmktr

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Ian Harford FCIM CMktr is co-founder of GTi Business Systems Ltd and a Chartered Fellow of the Chartered Institute of Marketing. He writes practical UK business guidance for founders and SME owners.