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Start a UK Private Limited Company: Setup Guide

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Written by Brad Askew Solicitor (non-practising)
Brad is on the roll of solicitors of England & Wales but does not hold a practising certificate and does not provide legal advice.
Updated June 2026 · England & Wales
Setting up your own private limited company is one of the most common ways to start trading in the UK, and for good reason. It gives your business a separate legal identity, limits your personal financial exposure, and signals credibility to customers, suppliers and investors. That said, incorporation is a legal process with real consequences, and the paperwork you file at Companies House becomes the constitutional backbone of your business for years to come. Getting the basics right at the start saves a lot of unpicking later. This guide walks through what a private company limited by shares actually is, the key documents involved, the decisions you need to make before you file, and the ongoing responsibilities that come with running a company. Whether you are a sole founder setting up a one-person company or going into business with co-founders, the same framework applies.

Overview

A private company limited by shares is a business structure registered with Companies House under the Companies Act 2006. The company exists as a legal person in its own right, separate from the people who own and run it. Ownership is divided into shares, and the shareholders' financial liability is capped at the amount they have agreed to pay for those shares.

If the company runs into trouble, shareholders generally stand to lose what they put in, not their personal assets. A company can be formed by a single person or by multiple founders, and it can be used for almost any lawful commercial purpose.

Once incorporated, the company must comply with a range of statutory duties: keeping proper registers, filing annual accounts, submitting a confirmation statement each year, reporting certain changes to Companies House, and registering for tax with HMRC. Directors run the company on behalf of shareholders and carry personal legal duties under the Act.

Key steps

  1. Choose and check your company name. Your proposed name must be unique on the Companies House register and must not be offensive, misleading, or suggest a connection with government or sensitive bodies without permission. Certain words are restricted. Search the register before you commit to branding, and also check trade mark databases to avoid future disputes.
  2. Decide on directors, shareholders and (optionally) a secretary. Every company needs at least one director aged 16 or over. You also need at least one shareholder, who can be the same person. A company secretary is optional for private companies but some businesses appoint one to handle filings. You will need to identify any people with significant control (PSCs) over the company.
  3. Prepare your Memorandum and Articles of Association. The memorandum is a short document signed by the initial subscribers confirming they wish to form the company. The articles set out the internal rules. Most new companies adopt the model articles provided under the Companies Act 2006, but you can draft bespoke articles if you need tailored provisions around shares, voting or director powers.
  4. Complete form IN01 and file with Companies House. Form IN01 captures the company name, registered office, directors, shareholders, share capital and PSC information. You can file online or by post, and a registration fee applies (check gov.uk for the current amount). Online applications are typically processed far more quickly than postal ones.
  5. Set up your statutory registers and ongoing compliance. Once incorporated, issue share certificates to shareholders, open the statutory registers (members, directors, PSCs), display your company name at your registered office, and register for Corporation Tax with HMRC within the required window. Diary your confirmation statement and accounts filing deadlines from day one.

Common questions

If you're dealing with this kind of situation, a call with an experienced legal adviser can help you work out the right next step — from £149.

Common questions

Q How long does it take to register a company at Companies House?
Online applications filed through the Companies House web service are usually processed within 24 hours, and often much faster during working hours. Postal applications on form IN01 take considerably longer, typically around 8 to 10 days. Timings can vary depending on Companies House workload and whether your submission needs to be referred for a name check or further review.
Q Do I need a UK address to set up a limited company?
Yes. Every UK company must have a registered office address in the jurisdiction where it is incorporated, such as England and Wales, Scotland, or Northern Ireland. This address appears on the public register and is where official post is sent. It does not have to be your trading address, and many small businesses use an accountant's or a specialist service address for privacy.
Q Can I set up a company on my own as a sole director and shareholder?
Yes. A private company limited by shares can be formed with just one person acting as both the sole director and the sole shareholder. This is a common structure for freelancers, consultants and small business owners. You will still need to comply with all standard statutory duties, including filing accounts, a confirmation statement, and maintaining proper company registers.
Q What is the difference between the model articles and bespoke articles?
The model articles are the default template set out under the Companies Act 2006 and cover standard governance rules for private companies. Bespoke articles are customised to reflect specific arrangements, for example different share classes, tailored director powers, or investor protections. Most new small companies adopt the model articles and only move to bespoke drafting later if their structure becomes more complex.
Q What is a person with significant control (PSC)?
A PSC is someone who owns or controls more than 25% of the shares or voting rights, has the right to appoint or remove a majority of directors, or otherwise exercises significant influence over the company. You must identify your PSCs when you incorporate and keep the PSC register updated. Changes must be reported to Companies House, and failure to comply is a criminal offence.
Q Do I need to register for tax separately after incorporation?
Yes. Forming the company at Companies House does not register it for tax. You must register for Corporation Tax with HMRC, usually within three months of starting to trade. Depending on your activities and turnover, you may also need to register for VAT, PAYE if you employ staff, and Self Assessment for directors who draw dividends or salary from the company.
Q Can I change my company name or structure later?
Yes. You can change the company name by passing a resolution and filing form NM01 with Companies House, along with a fee. You can also amend the articles, issue new shares, change directors, or move the registered office at any point, subject to the correct procedures and filings. More fundamental restructuring, such as re-registering as a public company, involves additional steps.
If you're dealing with this kind of situation, a call with an experienced legal adviser can help you work out the right next step — from £149.

Sources

This guide is based on primary UK law and official guidance.

Brad Askew, Solicitor (non-practising)

Written & reviewed by

Brad Askew Solicitor (non-practising)

Brad is on the roll of solicitors of England & Wales but does not hold a practising certificate and does not provide legal advice. LegalDocuments.co.uk is not a law firm and does not provide regulated legal advice.

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Legal disclaimer
This article is for general information only. It is a tool to help you find your way — not legal advice, and not a substitute for speaking to a qualified adviser about your situation.