Company formation Registration - HOME

Incorporating a company
Choosing a company name
Sensitive words and expressions
Objections to company names
Directors and secretaries
Public companies
Community Interest Companies
Right To Manage companies and Commonhold Associations
Disclosure of company name and specified other information
Business names
Quality of documents
Further information

Incorporating a company

A registered company is a legal entity with a separate identity from those who own or operate it. Most companies are limited liability companies which mean the liability of the members is limited by shares or by guarantee. Some companies are unlimited companies which means the members have unlimited liability.

1. Who can form a company?

One or more persons can form a company for any lawful purpose by subscribing their name(s) to the memorandum of association and complying with the legal requirements for incorporation. In law, 'person' includes individuals, companies and other corporations. Those persons who subscribe their names to the memorandum of association are known as "subscribers".

2. Is there more than one type of company?

There are four main types of company:

Private company limited by shares: This type of company has a share capital and the liability of each member is limited to the amount, if any, unpaid on their shares. A private company cannot offer its shares for sale to the general public.

Private company limited by guarantee: This type of company does not have a share capital and its members are guarantors rather than shareholders. A company is limited by guarantee if the members liability is limited to such amount as the members undertake to contribute to the assets of the company in the event of its being wound up.

Private unlimited company: This type of company may or may not have a share capital but there is no limit to the members' liability. Because the members’ liability is unlimited, the company has to disclose less information than other types of company.

Public limited company: This type of company has a share capital and limits the liability of each member to the amount unpaid on their shares. A public limited company may offer its shares for sale to the general public and may also be quoted on the stock exchange. Further information about public companies is explained in chapter 6.

Community Interest companies (CICs) can be incorporated as private or public companies. Further information about CICs can be found in chapter 7. Private companies also include Right to Manage Companies and Commonhold Associations. And further information about these companies can be found in chapter 8.

3. How do I form a company?

You can incorporate your company yourself, or you can use a company formation agent, accountant or solicitor. To incorporate a company the following documents must be sent to Companies House:

Application to register a company (Form IN01) and the fee (see question 14);
Memorandum of Association; (see question 6)
Articles of Association (except where you adopt model articles in their entirety (see question 7);
Additional information if your application includes a prescribed or sensitive word or expression. (see chapter 3)
You may not be able to have the company name that you want if your proposed name is the ‘same as’ another name appearing on the index of company names. Further information about ‘same as’ names is included in chapter 2, question 2).

You can check the index by using our free ‘WebCHeck’ search service on our website. Further information about company names is included in chapter 2 and we advise you to read this chapter before deciding the name of your proposed company.

Once you have chosen your proposed company name, you can send your incorporation documents to Companies House electronically or on paper. Further information on how to send your application electronically can be found in question 14. If you file paper documents you should send them to Companies House in:

Cardiff, if the registered office is to be situated in England and Wales or Wales;
Edinburgh, if the registered office is to be situated in Scotland;
Belfast, if the registered office is to be situated in Northern Ireland.
Our ‘Same Day’ incorporation service, which is available in Cardiff, Edinburgh and Belfast, allows you to register the company on the day we receive the documents, provided they are delivered to our offices before 3pm (Monday-Friday). This service costs £50. We cannot give the same guarantee for posted applications although, in most cases, we will register the application on the day of receipt.

When filing ’Same-Day’ applications by post, courier or by hand please ensure you mark the envelope ‘Same-Day Incorporation’.

You can also use our electronic filing for a same day incorporation, the fee for this is £30.

If your incorporation documents are correct and your proposed company name is acceptable, we will register the incorporation documents and issue a certificate that the company is incorporated. If your company is registered by electronic filing the certificate will also be issued electronically.

4. Can I reserve the name once I have checked that it is available?

You cannot reserve a name. We cannot guarantee to process applications in strict order of the time or date of their receipt and in general we process applications sent by electronic software filing more quickly than paper applications. To avoid the possibility of rejection and to help us process your application as quickly as possible please check the various documents carefully before sending them to Companies House.

5. What is the 'Application to register a company (Form IN01)'?

When you apply to incorporate your proposed company you will need to complete this application form. The main features of the form are that it:

asks for the proposed name of the company;
asks for the part of the United Kingdom where the company will have its registered office (this cannot be subsequently changed);
asks for general details about the proposed company, including a statement of proposed officers, the director(s), and the secretary if it has one, whether it is a public or private company and its intended registered office address;
asks for a statement of capital and initial shareholdings or a statement of guarantee;
includes an application for a private company limited by guarantee to seek exemption from the requirement to use “limited” or "cyfyngedig" in the company name (this will not be relevant to most applications for incorporation) (see chapter 2).
includes a section requiring you to confirm you have requested and attached a copy of a statement of support from a government department or other body if your application includes a proposed company name which contains a prescribed or sensitive word (see chapter 3)

6. What is the memorandum of association?

The memorandum of association of a company incorporated under the Companies Act 2006 is a short, authenticated or signed statement of the intention of those forming the company (the subscribers), to be incorporated. The document will include the subscribers’ names and that they agree to become members of the company.

Once the company has been incorporated, the memorandum will no longer affect the ongoing operation of the company. There is no means to amend the memorandum once registered. It will become, to a large extent, a historical document. The prescribed form of the new memorandum is in the 'The Companies (Registration) Regulations 2008 (SI No. 2008/3014)'.

7.What are articles of association?

A company can adopt its own bespoke articles or it can adopt model articles prescribed by the Secretary of State. Model articles are available for private companies limited by shares, private companies limited by guarantee and public companies.

You can see the different types of Model Articles in schedules 1-3 of ‘The Companies (Model Articles) Regulations 2008 (SI No. 3229)’. Further information about model articles is also included in FAQ's on the Companies House website and also on the BIS website under 'FAQ's Companies Act 2006, Articles of Association'.

When you complete the ‘Application to register a company (Form IN01)’ you will need to indicate if the proposed company is adopting:

model articles in their entirety (copy of the articles not required);
model articles with amendments (copy of the amended articles as amended must be sent with the IN01but need not include the text of provisions of model articles that are adopted without amendment); or
bespoke articles (copy of the articles must be sent with the IN01).
If you do not indicate which articles you are adopting, we will automatically apply the model articles appropriate to your company type.

What happens if I change my articles after incorporation?

Once your company is incorporated, you must notify Companies House every time your company makes changes to its articles. You and your company may commit an offence if you do not do so. A copy of the special resolution making the change must be delivered to Companies House within 15 days of being passed. You must also deliver a copy of the articles as amended to Companies House within 15 days.

If you decide to amend the company’s articles so as to adopt model articles in their entirety, there is no need to send a copy of the model articles. If model articles form part of the articles as amended, the amended articles do not need to set out the entire model articles but do need to show how they have been adopted or amended.,. We may send you a notice if we are aware that you have failed to send us a copy of the company’s amended articles. The company may be liable to a £200 civil penalty if it fails to comply with that notice.

8. What are entrenched or restricted articles?

Your company can choose to adopt articles which include provisions that are entrenched, meaning that the company can only repeal or amend these provisions if certain conditions are met. For example, a rule which could only be changed with the support of a higher majority of shareholders than would be required to pass a special resolution.

If on formation your company’s articles include entrenched provisions they are restricted and you must complete the appropriate section of the ‘Application to register a company (Form IN01)’. The articles themselves must make it clear what conditions need to be satisfied in order to change the entrenched provisions in question.

9. Where can I find copies of the relevant form of memoranda or articles of association for my proposed company?

Companies House cannot supply bespoke memoranda or articles but you can purchase them from a company law stationer or company formation agent. As stated in questions 6 and 7 you can also view the required format of the memorandum in 'The Companies (Registration) Regulations 2008 (SI No. 3014)' and model articles are included in 'The Companies (Model Articles) Regulations 2008 (SI No. 3229)'.

10. What is the registered office?

By law every company must have a registered office. The registered office must be a real address, i.e. a physical location where it is possible for the company to accept service of documents. However the registered office need not be a place where the company carries on its day-to-day business. For example, some companies use their accountant’s address as their registered office. However, the directors are responsible for ensuring their registered office is effective in terms of dealing with all notices, letters and reminders sent by Companies House or other organisations, businesses or individuals. For example, you could receive a legal demand from a creditor and you will need to respond promptly to avoid further action.

If any person you deal with in the course of your business requests in writing the address of your registered office, or the location where they can inspect your company records, or details of the records that you keep at your registered office, you must respond within five working days.

If, after registration, you decide to change your registered office address, you must file a 'Change of registered office address' (Form AD01). The new address must be in the same part of the United Kingdom as the previous address. The change of registered office is not effective until we register the form, which can be filed electronically as well as on paper.

Please note, that if your company is registered in England and Wales, its registered office must always be in England and Wales. If your company is registered in Scotland its registered office must be in Scotland and if it registered in Northern Ireland, the registered office must always be in Northern Ireland. If you are a Welsh company and your registered office is designated to be in Wales it must always be in Wales.

11. What happens to the company incorporation documents sent to Companies House?

All company incorporation documents are subject to certain checks including those necessary to ensure proposed officers are not on the ‘Disqualified Directors Register’ maintained by Companies House.

If the documents satisfy all the appropriate examination and name checks, we will incorporate the company, issue a certificate of incorporation and place the documents on the public record for public inspection. Please note the incorporation does not take effect until Companies House has issued the certificate of incorporation. You should bear this in mind before obtaining company stationery or creating bank accounts.

12. What is the certificate of incorporation?

The certificate is conclusive evidence that the requirements of the Companies Act 2006 as to registration have been complied with and that the company is duly registered under this Act. The certificate will state:

the name and registered number of the company;
the date of its incorporation;
whether it is a limited or unlimited company, and if it is limited whether it is limited by shares or limited by guarantee;
whether it is a private or a public company; and
whether the company’s registered office is situated in England and Wales, Wales, Scotland or in Northern Ireland.
The certificate must be signed by the registrar or authenticated by the registrar’s official seal.

13. Can Companies House help me to form my company?

Companies House can provide you with guidance on the forms required to incorporate a company, on your choice of company name and also provide general advice on matters such as filing requirements. However, we cannot advise you about the content of your company’s articles, or whether a company is the best vehicle for your business. If you are unsure about any aspect of forming a company, you should consider seeking professional advice from a solicitor, accountant or company formation agent.

14. How much does Companies House charge to form a company?

There are two ways to incorporate a company and the fee will vary depending on which method you use.

Software Filing. The standard fee is £15 and the ‘Same-Day’ service is £30 (for applications received by 3pm Monday to Friday). Incorporations can only be filed electronically through suitably enabled software but many incorporation agents and software providers have developed their systems to the point where they are able to offer customers a web-based electronic service (this is chargeable).This means that occasional as well as regular customers can apply for incorporation.

Many of the businesses shown on our list of software suppliers provide web-based services and depending on the volume of filings you anticipate making, it may be more practical for you to use their services. You can find more information about software filing and a list of providers from our website Electronic applications are processed faster than those filed on paper.

Paper filing. Our standard registration fee is £20 and the ‘Same-Day’ service is £50 (for applications received by 3pm Monday to Friday). We aim to process standard documents within 5 days of receipt. Cheques should be made payable to Companies House. When filing ‘Same Day’ applications by post, courier or by hand please ensure that you clearly mark the envelope “Same-Day Incorporation”. Paper filings, which must be sent to the appropriate office, take longer to process than those filed electronically.