Register a Limited Company UK: Step-by-Step Guide

Overview

A limited company is a legal entity in its own right, separate from the people who own and run it. In England and Wales the most common type is a private company limited by shares, where ownership is divided into shares held by one or more shareholders.

There is also the company limited by guarantee, which is often used by clubs, charities and not-for-profit organisations where there are no shareholders, only members who guarantee a nominal amount if the company is wound up. Because the company is a separate legal person, it can enter contracts, own property, sue and be sued in its own name.

The owners' financial exposure is generally limited to the value of their shares or the amount of their guarantee, which is where the phrase 'limited liability' comes from. Registration is handled by Companies House, and once incorporated, the company must comply with the Companies Act 2006 and file information on the public register.

Key steps

1. Work out whether a limited company is the right structure. Before anything else, weigh up the alternatives. Sole trader status is simpler and cheaper to run, while a partnership may suit two or more people working together. A limited company brings limited liability and potential tax efficiencies, but also more paperwork, public disclosure of certain information, and director duties that carry real legal weight. If in doubt, speak to an accountant about your numbers and a legal adviser about the obligations you are taking on.
2. Pick a company name that is available and compliant. Use the Companies House name availability checker to confirm your preferred name is not already taken or too similar to an existing one. Certain words and expressions are sensitive or restricted, for example those suggesting a connection to government, regulated professions, or royal patronage. Your name will usually need to end with 'Limited' or 'Ltd' (or the Welsh equivalents). Think about trade marks and domain availability at the same time, since a clean Companies House search does not guarantee you are free to trade under the name.
3. Appoint your directors and decide on a company secretary. A private limited company needs at least one director who is a natural person aged 16 or over. A company secretary is optional for private companies, though some choose to appoint one to handle filings and governance. Directors take on legal duties under the Companies Act 2006, including duties to promote the success of the company, exercise reasonable care, and avoid conflicts of interest. Make sure anyone you appoint understands what they are signing up for.
4. Sort out shareholders, share capital and people with significant control. Decide who will own the shares, how many shares will be issued at incorporation, and what each share is worth. You also need to identify any Persons with Significant Control, typically anyone holding more than 25 per cent of shares or voting rights, or who otherwise exercises significant influence over the company. PSC details go on the public register, so get this right from the start. For a company limited by guarantee, you will instead list guarantors and the amount each guarantees.
5. Register the company with Companies House. You can incorporate online through the Companies House service, through a formation agent, or by posting form IN01. You will need a registered office address in the UK, a SIC code describing what the company does, and your articles of association (most new companies adopt the standard model articles). A filing fee applies, check gov.uk for the current amount. Once the registration is processed you will receive a certificate of incorporation confirming the company's number and date of formation.

Common questions