UK Company Formation in 2026: The Complete Guide to Registering a Limited Company

Forming a limited company is one of the most important decisions you will make as a business owner. It creates a separate legal entity, limits your personal liability, and changes how you are taxed. It also brings legal duties that start on the day the company is incorporated.

The good news is that company formation in the UK is quick, digital and inexpensive. Most private limited companies are registered online in about a day for a statutory fee of £100. The process has changed a lot since the Economic Crime and Corporate Transparency Act 2023, though. Identity verification, registered email addresses, stricter registered office rules and a lawful purpose statement are now all part of registering a company.

This guide covers the full process from start to finish: choosing a structure and a name, appointing officers, setting up share capital, submitting to Companies House, and what you must do in your company's first year and beyond.

Official sources: GOV.UK — Set up a limited company, Companies House — Incorporation and names guidance and Economic Crime and Corporate Transparency Act outcomes.

This article is general information, not legal, tax or financial advice for your circumstances.

Company formation (also called incorporation or company registration) is the legal process of creating a new company on the register kept by Companies House. Once your application is accepted, Companies House issues a Certificate of Incorporation showing your company's name, its unique company registration number (CRN) and its date of incorporation.

From that date, the company exists in its own right. It can:

• Enter into contracts and own property in its own name
• Open a business bank account
• Employ staff and pay its directors
• Sue and be sued separately from its owners
• Continue to exist even if its shareholders or directors change

The company's money belongs to the company, not to you. That separation is what protects your personal assets, and it is also why you need to follow formal rules when taking money out.

Before you register, it is worth asking whether a limited company is right for you. Many people start as sole traders and incorporate later once profits grow.

A limited company can be more tax-efficient once profits reach a certain level, but that depends on your income, how you extract profits, pension contributions and other factors. It also means more administration. If you are unsure, speak to an accountant before you incorporate.

Most small businesses register a private company limited by shares, but there are other options:

• Private company limited by shares (Ltd): owned by shareholders, and each shareholder's liability is limited to the amount unpaid on their shares. This is the standard choice for trading businesses, contractors, freelancers and holding companies.
• Private company limited by guarantee: has no shareholders. Members guarantee a fixed amount (often £1) if the company is wound up. It is commonly used by clubs, charities, community groups and membership organisations.
• Public limited company (PLC): can offer shares to the public, but needs at least £50,000 of allotted share capital, two directors and a qualified company secretary.
• Community Interest Company (CIC): a limited company run for community benefit, regulated by the CIC Regulator, with an asset lock.
• Limited Liability Partnership (LLP): a partnership with limited liability, often used by professional firms. LLPs are taxed as partnerships rather than paying Corporation Tax.
• Unlimited company: rare. Members have unlimited liability, but in some cases the company can avoid publishing its accounts.

The rest of this guide focuses on the private company limited by shares, which is the most common type by far.

Having everything ready before you begin makes formation quick and avoids rejections. You will need:

1. A company name that is available and follows the naming rules
2. A registered office address in the UK jurisdiction where you are registering
3. A registered email address where Companies House can contact the company
4. At least one director, with their full name, date of birth, nationality, occupation, service address, residential address and Companies House personal code from identity verification
5. At least one shareholder (subscriber), with their name, address and the shares they will take
6. Details of every person with significant control (PSC)
7. A share structure: number of shares, nominal value, currency and class
8. Articles of association: model articles or your own bespoke articles
9. A SIC code describing your main business activity
10. Payment of the Companies House incorporation fee

Your company name is your legal identity, so it must follow the rules in the Companies Act 2006 and the related regulations.

The basic rules

• A private company limited by shares must end with "Limited" or "Ltd" (or the Welsh equivalents, "Cyfyngedig" or "Cyf", for Welsh companies).
• It cannot be the same as an existing name on the register. Small differences such as punctuation, "the", "&" versus "and", or "UK" at the end are ignored when comparing names.
• It must not be offensive, and it must not suggest a connection with government, a public authority or local authority without permission.
• Sensitive words and expressions such as "Bank", "Chartered", "Royal", "Trust", "Group", "Holdings" and "International" may need supporting evidence or approval from a relevant body. Companies House publishes the full list.
• Under the ECCTA rules, Companies House can reject names that could be used to facilitate fraud, that give a false impression, or that contain computer code.

"Same as" vs "too like"

A name that is the same as an existing name is rejected automatically. A name that is too like an existing name (for example "Acme Kitchens Ltd" when "Acme Kitchen Ltd" already exists) can be registered, but the existing company may object. Companies House can then direct you to change it.

Trade marks and domains

Registering a company name does not give you trade mark rights. Before committing to a brand, check the UK trade mark register and see whether the matching domain name and social media handles are available.

Registered office address

Every company must have a registered office, the official address for legal documents and letters from Companies House and HMRC. Since 4 March 2024 it must be an "appropriate address", which means that:

• Documents sent there would be expected to come to the attention of someone acting for the company
• Delivery can be recorded by an acknowledgement of delivery
• It is not a PO Box
• It is in the same UK jurisdiction as the company: England and Wales, Scotland or Northern Ireland

The registered office appears on the public register. That is why many founders who work from home use a professional registered office service instead of their home address.

Registered email address

Since March 2024, every company must also give Companies House a registered email address. It is not shown on the public register, but Companies House uses it to contact the company. Choose an address that someone monitors.

Lawful purpose statement

When you incorporate, the subscribers must also confirm that the company is being formed for a lawful purpose. The same confirmation is made each year on the confirmation statement.

A private company needs at least one director, and there is no maximum. A director must:

• Be a natural person aged at least 16. A company can have corporate directors, but at least one director must be an individual.
• Not be an undischarged bankrupt or a disqualified director, unless a court has given permission
• Consent to act as a director

Directors can live anywhere in the world. You do not need a UK resident director.

Identity verification

Under the Economic Crime and Corporate Transparency Act, identity verification is now part of incorporation. From 18 November 2025, new directors and people with significant control must verify their identity with Companies House. Once verified, each person receives a unique Companies House personal code, which is given when they are appointed.

Individuals can verify directly with Companies House through GOV.UK One Login, or through an Authorised Corporate Service Provider (ACSP). Verification is done once per person, not once per company, so a director who is already verified simply uses their existing personal code.

Service address vs residential address

Each director gives two addresses:

• A service address, which appears on the public register. It can be the registered office.
• A usual residential address, which is kept on a protected register and is not made public.

Only the month and year of a director's date of birth are shown publicly.

Directors' duties

Directors have legal duties under the Companies Act 2006. These include acting within the company's powers, promoting its success, using independent judgement, taking reasonable care, avoiding conflicts of interest and declaring interests in transactions. Directors are also responsible for making sure accounts, confirmation statements and tax returns are filed on time.

Company secretary

A private company does not need a company secretary, although it can appoint one. If there is no secretary, the directors take on the secretarial duties.

A company limited by shares must have at least one shareholder. The people who take shares when the company is formed are called subscribers, and they sign the memorandum of association. A shareholder can be an individual or a company, and the same person can be both the sole director and the sole shareholder.

How many shares should you issue?

There is no minimum share capital for a private company. Common structures include:

• 1 share of £1: the simplest option for a sole founder
• 100 shares of £1 each: very popular because it makes percentages easy (for example, 50/50 or 60/40)
• 1,000 shares of £0.01: gives flexibility to issue shares later at low nominal cost

The nominal value is the amount each shareholder agrees to pay for each share. Shareholders' liability is limited to any amount unpaid on their shares, so issuing a very large nominal share capital increases your potential liability.

Share classes and prescribed particulars

Most new companies issue one class of ordinary shares with equal voting, dividend and capital rights. You can create different classes (for example, A and B ordinary shares) so that dividends can be paid at different rates. This is sometimes used for family companies, but HMRC scrutinises such arrangements, so take advice first.

For each class, the statement of capital must set out the prescribed particulars: the rights attached to those shares for voting, dividends, capital distributions and redemption.

Every company must identify and register its people with significant control. A person is a PSC if they meet one or more of these conditions:

1. They hold more than 25% of the shares
2. They hold more than 25% of the voting rights
3. They have the right to appoint or remove a majority of the directors
4. They have the right to exercise, or actually exercise, significant influence or control over the company
5. They have significant influence or control over a trust or firm that meets any of the conditions above

PSC details (name, month and year of birth, nationality, country of residence, service address and nature of control) appear on the public register. PSCs must also verify their identity.

If a company is owned by another UK company that keeps its own PSC register, you register that company as a relevant legal entity (RLE) rather than listing its individual owners.

Memorandum of association

The memorandum is a short statement, signed by the subscribers, confirming that they wish to form a company and agree to become members. For companies formed under the Companies Act 2006 it is a simple document that cannot be amended.

Articles of association

The articles are the company's rulebook. They cover how directors are appointed, how decisions are made, how shares are transferred and how dividends are paid. You have two options:

• Model articles: the standard articles set out in legislation. They are suitable for most small, owner-managed companies, and choosing them means you do not need to file a separate articles document.
• Bespoke articles: tailored articles, useful where there are several shareholders, different share classes, investors, or specific rules about share transfers, drag-along/tag-along or deadlock.

Every company must state its nature of business using one or more Standard Industrial Classification (SIC) codes, up to four. SIC codes are used for statistics and are shown on the public register. Examples include:

• 62020: Information technology consultancy activities
• 70229: Management consultancy activities other than financial management
• 47910: Retail sale via mail order houses or via the internet
• 68209: Other letting and operating of own or leased real estate
• 64209: Activities of other holding companies not elsewhere classified
• 74990: Non-trading company

You can change your SIC codes later on your confirmation statement, so do not worry about getting them perfect.

Once everything is ready, the application (form IN01, or its electronic equivalent) is submitted to Companies House. There are three main routes:

1. Directly through the GOV.UK web service, paying by card
2. Through software that files through the Companies House XML Gateway using a Companies House presenter credit account, with the statutory fee charged to that account
3. Through a formation agent, which submits on your behalf using its own presenter account

Companies House fees (2026)

Fees can change, so check the current Companies House fees before you file.

Why applications get rejected

• The name is the same as an existing company, or uses a sensitive word without approval
• A director's or PSC's identity verification or personal code is missing or doesn't match
• The registered office is a PO Box or in the wrong jurisdiction
• Share capital totals don't add up, or prescribed particulars are missing
• Subscriber authentication details (for example, the first three letters of eye colour, town of birth or telephone number) are missing

If your application is rejected, you can correct the problem and resubmit. When filing electronically, the statutory fee is normally only charged once the application is accepted.

WeFile offers two ways to register a UK limited company, both built around the same guided formation wizard. Each submits electronically to Companies House and lets you track progress in your dashboard.

Option 1: Self-filer (£0 WeFile fee)

If you have your own Companies House presenter credit account, you can register your company through WeFile with no platform fee. Companies House charges its statutory fee (£100 standard or £156 same-day) directly to your credit account.

Option 2: WeFile as your formation agent

No credit account? WeFile can submit the incorporation for you. You pay the statutory fee plus a £15 agent fee:

With formation agent mode you can also add:

• Registered office address: £40/year, to keep your home address off the public register, with statutory mail from HMRC and Companies House handled for you
• Director service address: £40/year per person, available alongside the registered office service

What's included

• A real-time company name availability check
• A step-by-step wizard for the registered office, directors, shareholders, PSCs, share capital and articles
• Direct electronic submission to Companies House
• Live status tracking
• Your Certificate of Incorporation, memorandum and articles, company authentication code, share certificates, and statutory registers and minute book in your dashboard once the company is incorporated

For a detailed walkthrough of each screen, read How to Form a UK Limited Company for Free. To compare the two routes in depth, see UK Company Formation Agent Service.

When Companies House accepts your application, you will receive or have access to:

• Certificate of Incorporation: proof that the company exists, showing its name, number and date of incorporation
• Company registration number (CRN): eight characters, for example 12345678 for England and Wales, SC123456 for Scotland or NI123456 for Northern Ireland
• Memorandum and articles of association
• Company authentication code: a six-character code used to file documents online, such as accounts and confirmation statements. Keep it secure; it works like a company signature.
• Share certificates for each shareholder
• Statutory registers: members, directors, directors' residential addresses, secretaries (if any), PSCs, and charges

Companies House automatically tells HMRC about every new company. HMRC then posts the company's Corporation Tax UTR to the registered office, usually within a few weeks.

Incorporation is only the beginning. Work through this checklist in the first few months:

1. Open a business bank account in the company's name. Keep company money completely separate from your personal finances.
2. Register for Corporation Tax with HMRC within 3 months of starting to trade. Receiving the UTR letter is not the same as registering. You still need to tell HMRC when the company became active.
3. Register for PAYE before the first payday if the company will pay any salaries, including director salaries. You can register up to two months before you start paying people.
4. Consider VAT registration. Registration is compulsory if taxable turnover exceeds £90,000 in any rolling 12-month period, or is expected to within the next 30 days. Voluntary registration is also possible.
5. Set up bookkeeping using software or a spreadsheet, and keep receipts and invoices. Companies must keep adequate accounting records for at least six years.
6. Update your stationery and website. Your registered name, number, place of registration and registered office must appear on letters, order forms, invoices and your website.
7. Display your company name at your registered office and any place of business.
8. Put the right insurance in place, for example employers' liability insurance (a legal requirement if you have employees), professional indemnity or public liability.
9. Record your accounting reference date (ARD) and the deadlines that follow from it (see below).

Accounting reference date and your first period

A new company's accounting reference date (ARD) is set automatically to the last day of the month in which the anniversary of incorporation falls. For example, a company incorporated on 12 March 2026 has an ARD of 31 March, so its first accounts cover 12 March 2026 to 31 March 2027, which is just over 12 months.

You can change the ARD by filing form AA01. The first period can be shortened, or extended up to a maximum of 18 months.

Key deadlines

Penalties

Late accounts at Companies House attract automatic penalties of £150 up to £1,500 for private companies, and they are doubled if accounts are late two years in a row. For Company Tax Returns with a filing date on or after 1 April 2026, HMRC's late filing penalties are £200 at one day late and a further £200 at three months late (£1,000 each for a third consecutive late return), plus tax-geared penalties for longer delays.

Read our Corporation Tax deadlines and penalties guide for the full picture.

Corporation Tax

A company pays Corporation Tax on its taxable profits. For financial years from 1 April 2023:

• 19% small profits rate where profits are £50,000 or less
• 25% main rate where profits exceed £250,000
• Marginal relief between £50,000 and £250,000, giving an effective rate that rises gradually

These limits are reduced for short accounting periods and are divided between associated companies, for example where you control more than one company.

Taxable profit is not the same as accounting profit. Depreciation is added back, capital allowances are deducted, and some costs (such as client entertainment) are disallowable. See our guide to allowable and disallowable expenses.

Taking money out of the company

As a director-shareholder, you will usually take money out as a combination of:

• Salary: deductible for Corporation Tax, subject to PAYE and National Insurance
• Dividends: paid from post-tax retained profits, not deductible for the company, and taxed personally at dividend rates above the £500 dividend allowance
• Employer pension contributions: usually deductible for the company where they are wholly and exclusively for the business

Dividends can only be paid from distributable reserves. Paying a dividend when the company doesn't have enough retained profit is unlawful.

Not every new company starts trading straight away. A company that is registered but has no significant accounting transactions is dormant for Companies House purposes. It must still file a confirmation statement and dormant accounts each year.

HMRC treats dormancy separately. If HMRC has issued a notice to deliver a Company Tax Return, you must file a CT600 even if the company did nothing. WeFile handles both dormant accounts and dormant CT600s.

Holding companies are formed to own shares in one or more subsidiaries. They are often used to separate trading risk from assets or to group several businesses under common ownership. Holding company structures bring group and associated-company considerations for Corporation Tax, so take professional advice when setting one up.

• Using your home address as the registered office without realising it will be permanently visible on the public register. Historic filings remain public even after you change the address.
• Forgetting identity verification for a director or PSC, which can delay or block your application
• Issuing too many high-value shares. Shareholders are liable for any unpaid amount.
• Leaving out PSCs, or recording the wrong nature of control
• Assuming the UTR letter means you're registered for Corporation Tax. You still have to tell HMRC when you start trading.
• Mixing personal and company money, which creates director's loan account and tax problems
• Missing the first accounts deadline because the first period runs longer than 12 months
• Choosing a name without checking trade marks, and later being forced to rebrand
• Not keeping statutory registers or board and shareholder minutes

How long does it take to form a limited company in the UK?

Standard online applications are often processed within 24 hours, although they can take a few working days at busy times. Same-day incorporation is available for £156 if you submit before 3pm on a working day.

How much does it cost to register a company in 2026?

The Companies House statutory fee is £100 for a standard online incorporation and £156 for same-day. With WeFile, self-filers with their own credit account pay no platform fee, while formation agent mode costs £115 (standard) or £171 (same-day).

Can I be the only director and shareholder?

Yes. A private company limited by shares can have a single person acting as the sole director and the sole shareholder.

Do I need to live in the UK to form a UK company?

No. Directors and shareholders can live anywhere in the world. The company must have a registered office in the UK, and directors and PSCs must complete Companies House identity verification.

Can I use my home address as the registered office?

Yes, as long as it is an appropriate address in the correct UK jurisdiction. Remember that it will be publicly visible. Many founders use a registered office service for privacy.

Do I need a company secretary?

No. Private companies don't need a company secretary, although they can choose to appoint one.

What is the minimum share capital?

There is no minimum for a private limited company. A single £1 share is enough.

When is my first Company Tax Return due?

Your CT600 is due 12 months after the end of each Corporation Tax accounting period, and the tax is usually payable 9 months and 1 day after the period ends. If your first accounts cover more than 12 months, you will need two CT600s.

When are my first accounts due at Companies House?

First accounts are due 21 months after the date of incorporation. After that, accounts are due 9 months after each accounting reference date.

Can I change my company name later?

Yes. You can change it by special resolution (or by any method set out in your articles) and notify Companies House. The fee is £20 online, or more for a same-day change.

Will I receive a UTR automatically?

Yes. HMRC usually posts the Corporation Tax UTR to your registered office within a few weeks of incorporation. If it doesn't arrive, you can request a copy from HMRC online using your company registration number.

Forming a UK limited company doesn't need to be expensive or complicated. With WeFile you can check your name, complete a guided application and submit directly to Companies House, for no platform fee as a self-filer or for a £15 agent fee if you'd like us to submit for you.

After incorporation, you can use the same account to file your CT600 Company Tax Return and your annual accounts when the time comes.

Start your company formation →

WeFile provides software and filing services, not legal, tax or accounting advice. If you are unsure about the right structure for your business, speak to a qualified adviser.