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


Introduction

This guide applies to companies to be registered in the United Kingdom i.e. England, Wales, Scotland and Northern Ireland. It explains what you need to do to incorporate a limited company, choose a company name and helps you understand the registration process. It also provides important information about the requirements that different types of limited companies must meet when they incorporate under the Companies Act 2006. As well as private companies limited by shares, the guide also highlights some of the specific requirements for public limited companies and private companies limited by guarantee.

Overview – Quick guide on how to incorporate a limited company

This overview is a brief guide to the simplest incorporation i.e. private company limited by shares with straightforward articles and a non contentious name. More detailed information about incorporation and related activities appear in subsequent chapters.

A business cannot operate as a limited company until it has been incorporated as a company at Companies House. Incorporation is the process by which a new business or an existing sole trader or partnership becomes a limited company.

Setting up a company brings many obligations. It may be worthwhile taking advice from a solicitor or accountant as to whether an incorporated company is the best way for you to run your business. You can also find useful practical advice for business start up on the business link website.

The documents and forms you must file

To incorporate your company you will need to send the following documents to Companies House:

Application to register a company (Form IN01);
Memorandum of Association;
Articles of Association (unless you decide that the model articles relevant to your company should apply in their entirety (see chapter 1, questions 3 and 7).
You can file the application electronically or you can send a paper application. The standard fees are £15 if sent electronically and £20 for paper filing. The vast majority of incorporation applications are filed electronically. Further information about how you can incorporate your company electronically or on paper is explained in chapter 1, question 14.

The type of company you wish to register

The vast majority of companies, especially small and medium size companies are private companies limited by shares. Other company types include public limited companies and private companies limited by guarantee.

The company’s officers

The company’s officers are the directors and, if you decide to appoint one or are required to do so, the company secretary. Private companies must appoint at least one director but do not need to appoint a secretary. A company may be an officer of another company but at least one director must be an individual.

Public companies must appoint a minimum of two directors and a secretary. One of the directors must be an individual.

The Companies Act places specific filing and other obligations on the directors and further information can be found in chapters 5 and 6.

The company’s registered office

All companies must have a registered office, which must be a physical location in the United Kingdom. The Application to register a company (Form IN01) includes a section requiring you to choose whether the registered office will be in England & Wales, Wales, Scotland or Northern Ireland and another section to state the address of the company’s registered office on incorporation. It can be your business address, the address of your accountant or any other address you choose. However, it must be an address at which you will be able to deal with all official letters and notices you receive. Further information about the registered office is explained in chapter 1, question 10.

The company’s name

Before you incorporate your company you will need to choose a name. The name you choose must not be identical or the ‘same as’ another name appearing on the index of company names, even if you are already using the name as a sole trader or partnership. Further information on ‘same as’ names is included in chapter 2, question 2. You can check if your preferred name is available by searching the index of company names on our website. We also suggest that you check the Trade Marks Register of the UK Intellectual Property Office to ensure your proposed name does not infringe an existing trade mark.

The characters and punctuation that can be used in a company’s name are specified in regulations. While accents may not be included in a company’s registered name, this does not prevent their being included in the company’s stationery.

You will only have to seek prior approval for a company’s name if it includes a specified word or expression or it implies a connection with Her Majesty’s Government or a devolved administration or a local authority or a specified official body. Further information is included in chapter 2.

The certificate of incorporation

If your application satisfies all the examination checks we will incorporate the company and register the company’s details on our database. Its name will form part of our index of company names. We will give your company a unique company number, which will stay the same throughout the life of the company. We will also issue a certificate of incorporation showing the company name and number. These documents, in common with other company filings, will be available for the public to search.

The company’s disclosure and inspection requirements

All companies have to comply with trading and disclosure requirements. For example, you must ensure the company’s full name (including, as appropriate, “limited” or “ltd” or “plc” etc) appears on all its correspondence and business documentation. In addition, the company number, place of registration and registered office address must appear on its business letters and order forms (including those sent by email) and on its websites. You must also have a sign with the company’s full name at its registered office and, generally, at all its premises.

You must also maintain and make certain documents available for public inspection such as registers of members and directors, records of resolutions and instruments creating charges.

This information must be kept at the company’s registered office or any inspection place it uses. Any person can write to the company to request details of its registered office, any inspection place and the type of company records which are kept at that office or place. The company must issue a written reply within 5 working days of the receipt of that request.

Further information about disclosure requirements can be found in chapter 4. We advise you to read this chapter because it is an offence to fail to comply with some of the disclosure and inspection requirements. Certain disclosure requirements also apply to business names. Further information is included in chapter 10.

The new company going forward

You can find more detailed information about filing obligations and other subjects such as holding meetings, passing resolutions, share capital and mortgages in our ‘Life of a Company – Part 2 - Event Driven Filings’ guide.