Company Formation

Legal Formalities for Forming a Company in the UK: Forming a company in the UK involves adhering to specific legal requirements and following a clear registration process. These formalities are essential for ensuring that your business is legally recognised and compliant with UK regulations.

Ready to Form Your UK Company?

Forming a company in the UK provides access to a thriving market and offers a stable legal framework. If you’re ready to take the next step, you can begin by registering with Companies House online and following the steps above.

Need assistance? Contact us today for expert guidance on setting up your company and ensuring all legal requirements are met smoothly.

Choose a Legal Structure

The first step is to decide on the legal structure of your business. The most common structures for businesses in the UK include:

Private Limited Company (Ltd): The most popular structure, offering limited liability protection for shareholders.
Public Limited Company (PLC): Suitable for larger businesses that intend to offer shares to the public, requiring a minimum share capital of £50,000.
Limited Liability Partnership (LLP): A partnership structure where liability is limited to each partner’s contribution to the business.

Register Your Company Name

Your company name must be unique and comply with certain rules set by Companies House. Here are the key requirements:

Uniqueness: Your company name cannot be the same as or too similar to an existing registered company.
Restricted Words: Certain words and phrases, such as “Royal” or “Bank”, are restricted or require permission from regulatory bodies.
No Offensive Terms: Your company name must not contain any offensive language.

You can check the availability of your desired company name using the Companies House online search tool.

Prepare Required Documents

To form a company, you must provide certain documents to Companies House, including:

Memorandum of Association: A legal statement signed by all initial shareholders (known as subscribers) agreeing to form the company.
Articles of Association: A document outlining how the company will be run, including rules about directors’ powers and shareholders’ rights. You can use standard model articles or create bespoke articles tailored to your company.

Appoint Directors and Shareholders

A private limited company must have at least one director and one shareholder, though the same person can assume both roles. Legal requirements for directors include:

Minimum Age: Directors must be at least 16 years old.
Residency: Directors can be of any nationality, and there’s no requirement to reside in the UK.
Legal Responsibility: Directors are legally responsible for running the company and ensuring compliance with UK law.

For shareholders, there must be at least one, and they can be individuals or other corporate entities. You’ll need to provide details of each shareholder and the proportion of shares they hold.

Registered Office Address .

Every UK company must have a registered office address. This address will be publicly available and used for official correspondence with Companies House and HMRC (Her Majesty’s Revenue and Customs). The address must be a real physical location in the UK, not a PO Box

Allocate Shares

When forming a private limited company, you’ll need to allocate shares and specify the distribution of ownership among shareholders. The number of shares and their nominal value should be listed in your incorporation documents. A typical approach is to issue ordinary shares, but you can also create different share classes if needed.

Company Registration with Companies House

The official registration process is done through Companies House. You can register your company online or by post. To register, you’ll need to submit the following:

Company name
Memorandum and Articles of Association
Details of directors, shareholders, and company secretary (if applicable)
Registered office address
Statement of capital and initial shareholdings

Once you’ve submitted the necessary documents and paid the registration fee, Companies House will review your application.

Receive Certificate of Incorporation

Once your application is approved, Companies House will issue a Certificate of Incorporation, confirming that your company legally exists. This document includes:

Your company’s unique registration number.
The date of incorporation.
The company name and structure.

The Certificate of Incorporation is proof that your company is officially registered and can now start trading.

Register for Corporation Tax

Within three months of starting business activities, you must register your company for Corporation Tax with HMRC. This is done through the government’s online portal, and you’ll need the following details:

Your company’s registration number.
The date your company started trading.
Your accounting period details.

Corporation Tax is applied to company profits, and the current rate in the UK is 19% (subject to change).

Comply with Ongoing Filing Requirements

Once your company is registered, you must comply with ongoing filing requirements, including:

Annual Confirmation Statement: Submitted to Companies House to confirm that your company’s details are up to date.
Annual Accounts: You must file your company’s financial statements with Companies House every year.
Corporation Tax Return: Submitted to HMRC each year, along with any Corporation Tax payments due.

Additionally, if your turnover exceeds £85,000, you’ll need to register for VAT (Value Added Tax) with HMRC.