Companies House is the organisation responsible for all limited company registration in the UK. Their website provides detailed information and guidance on setting up and operating a limited company.
You can set up and register a limited company by yourself. The whole process can be done online through the Companies House website, or by completing Form IN01 manually. Alternatively, you can use a third party, like your accountant, to process the application on your behalf.
The following documents must be completed and returned to Companies House in order to complete the registration process:
Memorandum of Association - confirms the intention of initial subscribers to form a limited company in the first place, with the following wording: “Each subscriber to this memorandum of association wishes to form a company under the Companies Act 2006 and agrees to become a member of the company and to take at least one share.” This is followed by a list of all subscribers. If you are registering online there is a checkbox to confirm that each subscriber has authenticated the memorandum of association. You do not have to submit a physical document.
Form 10 – director’s names, addresses and registered limited company address. To form a company, you must have at least one director. You can choose to appoint a company secretary, but it is no longer a requirement. You will also need to decide how you will apportion the shareholdings in your new company and if there will be different classes of shares.
Form 12 – states the limited company complies with terms and conditions of the Companies Act
Articles of Association – govern all aspects of how the company will be run, including directors’ powers, decision making by shareholders, voting rights, and how dividends are distributed. ‘Model articles’ are available which are perfectly adequate for the majority of businesses.
You must have a registered address where official mail can be sent. If you’re setting up a company in England or Wales, then the registered address must be within one of these countries. The same applies for Welsh, Scottish or Northern Ireland-based companies – the registered office address must be in the corresponding territory.
When registering your company, you will also have to select the relevant Standard Industry Classification (SIC) Code is a unique code to identify what a business does. You can check for the relevant code(s) on the Companies House website.
All companies must now keep a PSC Register recording all ‘People of Significant Control’ (people who own 25% or more of the shares in a limited company, or have 25% or more of the voting rights). If this information changes it can be updated via the Confirmation Statement which all companies are required to submit to Companies House each year, to keep the registrar up-to-date.