Company Incorporation UK: Register with Companies House

Overview

Incorporation is the legal act of creating a company as a separate entity in its own right, distinct from the people who own or run it. Once a company has been registered at Companies House, it has its own legal personality: it can hold assets, enter into contracts, employ staff, sue and be sued, and it continues to exist independently of changes in ownership.

For most small UK businesses, the vehicle of choice is a private company limited by shares. The liability of its shareholders is capped at the amount unpaid on the shares they hold, which is why so many founders choose this structure over operating as a sole trader.

Other forms exist, including companies limited by guarantee (often used by charities and clubs), public limited companies, and limited liability partnerships. Each has its own rules, but the core registration process at Companies House follows broadly the same pattern. Incorporation also creates ongoing obligations, including filing annual accounts, a confirmation statement and keeping statutory registers up to date.

Key steps

1. Choose your company name and structure. Decide whether a private company limited by shares, a company limited by guarantee or another structure fits your plans. Check the proposed name is available on the Companies House register, does not clash with an existing trade mark, and does not contain sensitive or restricted words that need approval. The name must end with 'Limited' or 'Ltd' unless an exemption applies.
2. Confirm the people and the registered office. You need at least one director who is a natural person and aged 16 or over, and at least one shareholder (who can be the same person). Gather full names, dates of birth, home and service addresses, and nationality details for each officer. You will also need a registered office address in the UK, which becomes the public address for official correspondence and must be somewhere post can be received and acknowledged.
3. Decide share structure and identify persons with significant control. Work out how many shares will be issued, to whom, at what nominal value, and whether there will be different classes. You must also identify anyone who qualifies as a person with significant control, typically holding more than 25 percent of the shares or voting rights, and record their details on the PSC register. Getting this right at the start avoids awkward corrections later.
4. Prepare your memorandum and articles of association. The memorandum of association is a short statement confirming that the subscribers wish to form a company and agree to take at least one share each. The articles of association are the internal rulebook covering how directors are appointed, how meetings are run and how shares are transferred. Most small companies adopt the standard model articles, but you can draft bespoke articles if your arrangements need them.
5. File the IN01 application and pay the fee. Submit the application to Companies House, either online through their web incorporation service, through a formation agent or by post using form IN01. Online applications are usually processed within 24 hours, while postal applications take longer. Once approved, Companies House issues a certificate of incorporation confirming the company name, number and date of formation, and the company legally exists from that moment.

Common questions