How to Form a UK Limited Company in 2027 and 2028

The UK is one of the quickest places in the world to set up a company. A private company limited by shares can usually be registered online in a day, and there's no requirement for directors or shareholders to live in the UK. But the choices you make at incorporation, such as the name, registered office, directors, shareholders and people with significant control, are published on the public register and follow the company for years. This guide explains how to form a UK limited company properly, from the first name check to the tax registrations afterwards.

This guide explains how to form a UK company in 2027 and 2028: the information you need, the new identity verification and address rules, the incorporation process, fees, what happens afterwards, and the extra points for non-residents.

This guide is general information. Rules and fees change. Check Companies House guidance on setting up a limited company before you register.

Types of UK company

This guide focuses on the private company limited by shares, which suits most businesses.

What you need before you start

1. A company name

The name must:

• end with "Limited" or "Ltd" (or the Welsh equivalents);
• not be the same as an existing company's name (Companies House ignores punctuation, "the", "&"/"and" and endings when comparing);
• not be offensive; and
• not use sensitive words (such as "Bank", "Royal" or "Institute") without permission.

Use our company name check to see whether a name is free and which close names already exist. A name "too like" an existing one can be challenged by its owner even after you register.

2. A registered office address

The registered office must be an appropriate address in the same UK jurisdiction as the company (England and Wales, Scotland, or Northern Ireland):

• post sent there must be expected to reach someone acting for the company; and
• delivery must be capable of being acknowledged.

A PO box isn't allowed. If you don't want your home address on the public register, use a registered office service. Biz E-Formations Inc. provides UK registered office addresses for founders in the UK and abroad. Our guide to UK registered office address rules explains the requirements, and what happens if Companies House moves you to its default address.

3. A registered email address

Every company must give Companies House a registered email address. It isn't published, but Companies House uses it to contact the company, so use one you check.

4. At least one director

• At least one director must be a natural person (a real individual).
• Directors must be at least 16.
• Directors can live anywhere in the world.
• Each director gives a service address (published) and a usual residential address (kept private).
• Directors must verify their identity with Companies House. See below.

5. Shareholders and share capital

• At least one shareholder (who can also be the director).
• Decide the number and value of shares. Many small companies issue 100 ordinary shares of £1 each, or a single £1 share.
• Shareholders' names are published on the register.

6. People with significant control (PSCs)

A PSC is anyone who holds more than 25% of the shares or voting rights, can appoint or remove a majority of the board, or otherwise has significant influence or control. You must name every PSC at incorporation. Our PSC register guide explains the tests.

7. Business activity (SIC code)

Choose one or more SIC codes that describe what the company will do.

8. Articles of association

Most companies use the model articles, the standard rulebook set out in law. You can adopt bespoke articles if you need special share rights or rules.

9. Statement of lawful purpose

Since the ECCTA reforms, the people forming the company must confirm that it's being formed for a lawful purpose.

Identity verification for directors and PSCs

Under the Economic Crime and Corporate Transparency Act 2023, Companies House is introducing mandatory identity verification for directors, people with significant control and people who file on a company's behalf. New directors are expected to verify their identity as part of the process, either directly with Companies House or through an authorised corporate service provider (ACSP). Our guide on Companies House identity verification explains the options. Biz E-Formations Inc. can act as an authorised agent to verify identities for you.

How to register the company

Option 1: online with Companies House

You can register directly on GOV.UK. You'll need all the information above and payment for the fee. Registration is usually completed within 24 hours.

Option 2: through a formation agent

A formation agent files the application through software, often with extras such as a registered office, identity verification, a business bank account introduction and VAT registration. This is the most common route for non-residents.

Option 3: by post (form IN01)

Slower and more expensive; rarely used now.

Fees

Companies House charges a fee for incorporation, which differs between online and paper applications. Fees were increased in 2024 and have been reviewed since, so check the current Companies House fees before you apply.

Step-by-step: how to form a UK limited company

1. Choose and check the name with our name check.
2. Arrange a registered office and a registered email address.
3. Gather details for each director, shareholder and PSC: full name, date of birth, nationality, service address and residential address.
4. Verify identities of directors and PSCs.
5. Decide the shares and the articles.
6. Choose SIC codes.
7. Submit the application online or through an agent and pay the fee.
8. Receive the certificate of incorporation, showing the company number and date.

What you receive

• Certificate of incorporation: proof the company exists, with its number.
• Memorandum of association: signed by the subscribers when the company is formed.
• Articles of association: the company's rules.
• Share certificates: usually prepared by the company or agent.
• The company appears on the public register almost immediately. Search for it to check every detail.

After incorporation: the first 90 days

Our guides on filing annual accounts, the CT600 and the confirmation statement explain each deadline.

Forming a UK company as a non-resident

Non-residents can own and run UK companies, and many do. The practical points:

• Registered office: you need a UK address. A registered office service is the usual solution.
• Identity verification: you can verify from abroad, usually through an authorised agent if the online route doesn't support your documents.
• Bank account: many UK high-street banks require a UK-resident director, so non-residents often use online business accounts. Biz E-Formations Inc. helps non-resident founders open business bank accounts.
• Tax: a UK company is generally UK tax resident because it's incorporated in the UK, and pays Corporation Tax on its profits. Where you live may also matter for your personal tax. Take advice.
• Post: make sure official post is scanned and forwarded quickly, so you don't miss Companies House or HMRC letters.

Common mistakes

1. Using a home address as the registered office without realising it becomes public.
2. Choosing a name that's too close to an existing business, inviting a challenge.
3. Missing PSCs, for example a co-founder with more than 25%.
4. Not registering for Corporation Tax within three months of starting to trade.
5. Mixing personal and company money before a business account is open.
6. Forgetting the first accounts deadline, which runs from incorporation.

Practical scenarios

A UK freelancer

A web designer formed a one-person company with a registered office service, issued one £1 share to themselves, verified their identity online, and opened an app-based business account the same week.

Two co-founders abroad

Two founders in Dubai formed a UK company through an agent, verified their identities through the agent, used its registered office, and opened an online business account. Each holds 50%, so both are listed as PSCs.

A holding company

An investor formed a UK holding company to own shares in two trading companies, adopted bespoke articles with different share classes, and set its accounting reference date to match the subsidiaries.

Checklist

How to form a UK company: choosing the share structure

The share structure is easy to set up at the start and harder to change later, so think about it before you register.

Tips:

• Use a small nominal value (such as £1 or 1p per share). The nominal value isn't what the company is worth.
• Issue enough shares to divide easily later. 100 or 1,000 is common.
• Record the share capital correctly on the application, including how much has been paid.
• Think about vesting if co-founders might leave early; this usually needs a shareholders' agreement.

Shareholders' agreements

The articles are public and standard; a shareholders' agreement is private and tailored. If there's more than one shareholder, it's worth having one to cover:

• what happens if a shareholder wants to sell or leaves the business;
• pre-emption rights on new shares and share transfers;
• decisions that need everyone's agreement;
• deadlock between equal shareholders; and
• dividend policy.

It isn't filed at Companies House, but it often matters more than the articles in practice.

Directors' duties from day one

As soon as the company is formed, its directors have legal duties under the Companies Act 2006, including to:

1. act within the company's constitution (its articles);
2. promote the success of the company for its members;
3. exercise independent judgment;
4. exercise reasonable care, skill and diligence;
5. avoid conflicts of interest;
6. not accept benefits from third parties; and
7. declare interests in proposed transactions.

Directors are also responsible for keeping accounting records, filing on time and keeping the company's details on the register correct. If the company becomes insolvent, directors must put creditors' interests first.

Company registers you must keep

Every company must keep certain statutory registers, either at its registered office or a notified inspection location, or by electing to keep some of them on the public register at Companies House:

• register of members (shareholders);
• register of directors and directors' residential addresses;
• register of people with significant control;
• register of charges (for some older charges); and
• minutes of board and shareholder meetings.

Keeping these up to date makes bank applications, investment and sale of the company much easier.

Registering for VAT and PAYE

VAT: you must register when VAT-taxable turnover goes over the threshold in a rolling 12-month period, or you expect it to in the next 30 days. You can register voluntarily below the threshold, which can make sense if your customers are VAT-registered businesses and you want to reclaim VAT on costs. Check the current VAT threshold on GOV.UK.

PAYE: register as an employer before the first payday if you'll pay anyone above the lower earnings limit or who has another job, including directors. Many director-shareholders take a small salary plus dividends; get advice on the most tax-efficient mix.

Business names and trading names

You can trade under a name different from the company's registered name, as long as it isn't misleading and doesn't break the sensitive words rules. You must still show the registered name, number and registered office on invoices, letters, order forms and your website. Check trade mark registers too: a company name being available on the register doesn't mean nobody owns the trade mark.

Forming a company with a corporate director or shareholder

A UK company can have a company as a shareholder, which is common for groups and holding structures. Corporate directors are much more restricted: the law now requires at least one director to be a natural person, and the new rules limit corporate directors further. If you're setting up a group, take advice on the structure and the PSC chain.

How long does the whole process take?

For most founders, the company exists within a day or two; getting fully operational with a bank account and tax registrations takes a few weeks.

Costs to budget for in the first year

Most small companies' running costs are dominated by the accountant and the registered office service, not the government fees.

Mistakes that are hard to undo

Some choices at incorporation can be changed later, but not cheaply:

• Wrong share split between founders. Changing it later can trigger tax and requires everyone's agreement.
• A name that clashes with a trade mark. You may have to change the name and rebrand.
• Your home address on the register. Old filings remain visible; changing the address only affects new ones, although you can apply to have some historic addresses suppressed.
• A missing PSC. Correcting it means filing late notifications and explaining the error to banks.
• Mixing personal and company money. Untangling it takes accountant's time and can create tax charges.

How to form a UK company if you already trade as a sole trader

Many people incorporate an existing sole-trader business. The extra steps:

1. Form the company as above.
2. Transfer the business (contracts, customers, equipment, stock and goodwill) to the company, usually under a short transfer agreement.
3. Tell HMRC you've stopped trading as a sole trader, and file your final Self Assessment return.
4. Move contracts and accounts into the company's name: suppliers, insurance, domain names and payment providers.
5. Update invoices and your website to show the company's details.

Transferring goodwill or assets to the company can have tax consequences, so take advice before you move the business.

Protecting your privacy as a director

Directors' names, month and year of birth, nationality and service address appear on the public register. Your usual residential address is kept private, as long as you give a separate service address. To keep your home address off the register entirely:

• use a registered office service for the company's address;
• use a service address (often the same registered office service) for each director; and
• check that your home address doesn't appear in any other filed document, such as an old form or a signed document.

Since the ECCTA reforms, people can also apply to have their home address suppressed from some historic filings in certain circumstances. If your home address is already on the register, check the current Companies House guidance on what can be removed.

Where to get help

• Companies House: set up a limited company
• HMRC: Corporation Tax registration
• An accountant for tax registrations and your first accounts.
• Biz E-Formations Inc. for UK company formation, registered office services, identity verification and help opening a business bank account, including for non-residents.

Key takeaways

• A UK private limited company can be registered online, usually within 24 hours.
• You need an available name, an appropriate registered office, a registered email address and at least one verified director.
• List every shareholder and every person with significant control at incorporation.
• Register for Corporation Tax within three months of starting to trade.
• Diary the first accounts (21 months after incorporation) and the first confirmation statement.

Related guides

• How to check a company name before registering
• How to meet the UK registered office address rules
• How to complete Companies House identity verification
• How to open a business bank account in the US, UK and Canada

The bottom line

To form a UK company, choose an available name, an appropriate registered office and a monitored email address, appoint at least one verified director, set out the shareholders and PSCs, and register online or through an agent. Then open a business bank account, register for Corporation Tax and diary your filing deadlines. Biz E-Formations Inc. can handle the whole process, including for non-residents.