Company Registration Documents for a UK Limited Company: What to PrepareIntroduction: What You Need to Register a Company in the UK
Setting up a limited company in the UK involves more than just picking a name and opening a bank account. You’ll need to prepare and submit specific documents to Companies House, the UK’s official registrar of companies. These documents form the legal foundation of your business, defining everything from who owns it to how it operates.
The Companies Act 2006 governs company formation and sets out exactly what information must be filed. Getting your paperwork right from the start saves headaches later. Incorrect or incomplete documents lead to rejections, delays in opening business accounts, and potential compliance issues down the line.
Understanding Different Business Structures
Before diving into specific documents, it’s worth understanding that requirements vary depending on your chosen structure.
Private limited companies (Ltd) account for the vast majority of UK registrations. They’re limited by shares, meaning liability is restricted to the amount unpaid on shares. The documentation is relatively straightforward: Form IN01, memorandum and articles of association, details of directors and shareholders, and PSC (People with Significant Control) information.
Companies limited by guarantee don’t have shareholders or share capital. Instead, members guarantee to contribute a nominal amount (usually £1) if the company is wound up. These are popular with charities and membership organisations. The main difference is you’ll file a statement of guarantee instead of a statement of capital.
Public limited companies (PLCs) face stricter requirements, including a minimum share capital of £50,000 with at least 25% paid up before trading. Limited liability partnerships (LLPs) register via Form LL IN01 and require an LLP agreement rather than articles of association.
For contrast, sole traders and traditional partnerships don’t register with Companies House at all. They simply notify HMRC that they’re self-employed. The trade-off is unlimited personal liability for business debts.
Core Documents for Incorporating a UK Limited CompanyApplication to Register a Company (Form IN01)
Form IN01 is your primary incorporation document. It’s the application that officially creates your company. You can complete it online through the Companies House WebFiling service or download a paper version, though online filing is faster and cheaper (£12 versus £40 by post).
The form captures everything Companies House needs to know:
- Company name – must be unique and comply with naming rules
- Registered office address – your official correspondence address in the UK
- SIC codes – up to four codes describing your business activities
- Director details – full names, dates of birth, service addresses, and consent to act
- Subscriber information – the initial shareholders and how many shares they’re taking
- PSC details – anyone who owns more than 25% of shares or voting rights
- Share structure – the number, class, and nominal value of shares being issued
Once you secure your company’s CRN number from Companies House, you’ll use it for everything from opening bank accounts to filing tax returns.
Most formation agents include IN01 completion as part of their package. The trickiest parts tend to be SIC code selection and PSC identification.
Memorandum of Association
This is a short, formal statement by the subscribers (initial shareholders) that they wish to form a company and agree to become members. For online incorporations, it’s created automatically. The memorandum can’t be amended after incorporation – it’s a historical record of who founded the company.
Articles of Association
Your articles are essentially your company’s rulebook. They set out how the company will be run, covering matters like share transfers, director appointment and removal, voting rights, dividend distribution, and director powers.
Most companies use “model articles” – standard templates provided by the government. Model articles work perfectly well for straightforward owner-managed businesses. However, you might need bespoke articles if you’re planning complex share structures, multiple share classes with different rights, or specific restrictions on share transfers.
Amending articles requires a special resolution (75% of voting shareholders must approve) and filing Form SR01 with Companies House within 15 days.
Statement of Capital and Statement of Guarantee
If you’re forming a company limited by shares, you’ll complete a statement of capital showing the total number of shares, their aggregate nominal value, and the amount paid or unpaid on each share. This must be kept accurate – you’ll update it whenever you issue new shares.
Companies limited by guarantee file a statement of guarantee instead, confirming the amount each member guarantees to contribute if the company is wound up (typically £1).
A common mistake is confusing nominal value with actual value. Shares with a nominal value of £1 each might be worth £100 each in reality. The nominal value is just an accounting figure.
People with Significant Control (PSC) Register
Since 2016, all UK companies must identify their PSCs – individuals or entities who:
- Hold more than 25% of shares
- Control more than 25% of voting rights
- Can appoint or remove the majority of directors
- Otherwise exercise significant influence or control
You’ll need each PSC’s full name, date of birth, nationality, service address (and residential address, though this can be protected), and the nature of their control. This information goes on Form IN01 initially, then you must maintain an internal PSC register at your registered office or via Companies House.
Registered Office Address and Email
Every UK company needs a registered office address in the same jurisdiction where it’s incorporated (England and Wales, Scotland, or Northern Ireland). The address must be physical – PO boxes aren’t acceptable. It can be your home address, business premises, or an accountant’s or solicitor’s office.
Since April 2024, you must also provide a registered email address for official communications, though this won’t appear publicly.
Directors and Officers
For a private limited company, you need at least one director who is a natural person aged 16 or over. There’s no longer a requirement for a company secretary.
For each director, you’ll provide full name, date of birth, nationality, business occupation, service address (publicly visible), and residential address (protected from public disclosure). Directors must consent to their appointment.
Shareholders and Subscriber Information
Your initial shareholders must be identified on Form IN01. You’ll record their names, addresses, and how many shares they’re taking. If you’re issuing different share classes, make sure the rights attached to each class are clearly set out in your articles.
Supporting DocumentationIdentity Verification
When you incorporate, you’ll need to verify the identity of directors and PSCs. Acceptable identity documents include valid passport, UK photocard driving licence, or national identity card (EEA countries). Formation agents often also require proof of address like a recent utility bill or bank statement.
Anti-Money Laundering Checks
Formation agents and company service providers must comply with the Money Laundering Regulations 2017. They’ll verify identities, check against sanctions lists, and assess the source of funds if significant capital is being introduced.
Evidence for Registered Office
You need to demonstrate you have the right to use your chosen registered office address. If using someone else’s address (accountant, solicitor, virtual office), obtain written permission. More importantly, ensure someone at that address can receive and forward mail promptly.
Selecting the Right SIC Code
Standard Industrial Classification codes categorise your business activities. Get this wrong and you might face issues later – HMRC uses SIC codes to determine which tax regimes apply, and insurers use them for underwriting. The ONS website has a full SIC code lookup tool.
Additional Documents You’ll WantShareholders’ Agreement
Articles of association are public, but a shareholders’ agreement is private. It covers matters shareholders prefer to keep confidential like pre-emption rights, drag-along and tag-along rights, deadlock resolution, and exit strategies. Particularly valuable for companies with multiple shareholders.
Share Certificates and Statutory Registers
After incorporation, issue share certificates to each shareholder within two months. Every company must also maintain registers of members, directors, PSCs, and (if applicable) charges. These can be kept at the registered office or filed centrally with Companies House.
Documents for Opening a Business Bank Account
Banks typically ask for certificate of incorporation, memorandum and articles, proof of registered office, director and shareholder identity documents, and details of business activities. Some banks take weeks to open accounts, so start the application soon after incorporation.
Licences and Insurance
Depending on your sector, you may need alcohol licences, food hygiene registration, waste carrier licences, FCA authorisation, or CQC registration. Employers’ liability insurance is compulsory as soon as you employ anyone. Professional indemnity insurance is required for regulated professions and advisable for consultants.
What You Receive After IncorporationCertificate of Incorporation
This is your proof that the company legally exists. It shows the company name, registration number, date of incorporation, and jurisdiction. You can download it from Companies House as soon as your application is approved (usually within 24 hours for online applications).
Company Registration Number and Authentication Code
Your company registration number (CRN) is a unique identifier used on all official documents. The authentication code is a six-character code used to authorise online filings. Guard it carefully – anyone with this code can file documents on behalf of your company.
Accessing and Ordering Documents
All documents filed at Companies House are publicly available. You can search and download for free at the Companies House online service. Order certified copies (£15 per document) when third parties need official, stamped versions. If using documents abroad, you may need an apostille (around £30 per document) from the Foreign, Commonwealth & Development Office.
Routes to RegistrationOnline Registration
The cheapest and fastest method. Complete Form IN01 online, verify your identity, and pay £12 by debit or credit card. Most applications are approved within 24 hours.
Using a Formation Agent
Formation agents charge anywhere from £20 to £200+ depending on what’s included. Basic packages typically cover IN01 completion, memorandum and articles preparation, identity verification, and first-year registered office service. Agents are worth considering if you’re time-poor or need bespoke articles.
Paper Registration
Paper applications cost £40 and take 8–10 working days. Mostly used when online verification fails or for complex structures.
Managing Documents After IncorporationUpdating Company Information
You must notify Companies House of changes within specified timeframes:
- Director appointment/resignation – Form AP01 or TM01 within 14 days
- Change of registered office – Form AD01 within 14 days
- Allotment of new shares – Form SH01 within one month
- PSC changes – Forms PSC01–PSC09 within 14 days
The confirmation statement (Form CS01) must be filed at least once every 12 months, confirming your company’s details are up to date. It costs £13 online. Late filings incur automatic penalties starting at £150.
Post-Registration EssentialsHMRC Registrations
Register for Corporation Tax within three months of starting to trade. HMRC will send you a Unique Taxpayer Reference (UTR). Register for PAYE as soon as you pay anyone, including yourself. Consider VAT registration if your turnover will exceed £90,000 in a rolling 12-month period.
Managing these various registrations alongside your day-to-day operations can feel overwhelming at first. Tools like ANNA Money make it easier for small business owners to manage finances, issue invoices, and stay compliant with tax regulations once your company is up and running.
Accounting and Filing Deadlines
Your company must prepare annual accounts and file them with Companies House within nine months of your year-end, and file a Corporation Tax return with HMRC within 12 months (but pay any tax due within nine months and one day).
Common Mistakes to Avoid
Company name issues: Restricted words like “Royal” or “British” need approval. Names must not be identical to existing companies. Check availability before filing.
Incorrect SIC codes: Double-check codes describe your actual activities. The ONS has detailed descriptions of what each code includes.
PSC information errors: Common mistakes include failing to identify corporate PSCs, not understanding indirect control, and mixing up dates. Failing to maintain accurate PSC information can lead to penalties.
Ineligible registered office addresses: PO boxes aren’t acceptable. If you move premises, file Form AD01 within 14 days.
Over-reliance on model articles: Model articles suit most owner-managed companies, but not all. If you have investors or complex governance needs, pay a solicitor to draft bespoke articles.
Special Situations
Non-UK founders and directors don’t need to be UK residents (except for PLCs). However, banks may view overseas directors as higher risk. CICs and charitable companies need additional regulator approvals – CIC Regulator for community interest companies, Charity Commission for charities. One-person companies are perfectly legal but lack checks and balances, so maintain meticulous records. Dormant companies still must file dormant accounts, tax returns, and confirmation statements.
Quick Reference: Key Terms
IN01 – The form used to incorporate a company, capturing all essential details.
Articles of association – The company’s internal rulebook governing management and operations.
Certificate of incorporation – Official proof that the company legally exists.
Company registration number (CRN) – A unique identifier used on all official documents.
Authentication code – Security code required to file documents online.
PSC register – Record of individuals or entities with significant control over the company.
Confirmation statement – Annual filing updating Companies House on company details.
Where to Get Help
The Companies House website offers detailed guidance, factsheets, and video tutorials. The contact centre (0303 1234 500) can answer queries about filings. Solicitors can draft bespoke articles and shareholders’ agreements (£150–£300 per hour). Accountants typically charge £500–£2,000 per year for small company accounts and often include incorporation support.
Reputable formation agents include Inform Direct, 1st Formations, and Quality Company Formations. Look for transparent pricing, positive reviews, and good customer support.
Frequently Asked Questions
Do I need a business plan to register a company? No. Companies House doesn’t require one, though banks and investors will want to see it.
Can I reserve a company name before filing? Not officially. The only way to secure a name is to incorporate, though you can check availability first.
Are digital signatures accepted? Yes, for online filings. Electronic signatures are legally valid.
Can minors be shareholders or directors? Minors cannot be directors (must be 16+). Minors can be shareholders, but a parent or guardian must act on their behalf.
Do I need a company seal? No. Company seals became optional in 2011.
Can I use a PO Box as my registered office? No. The registered office must be a physical address.
Setting up a company involves more paperwork than most founders expect, but it’s not insurmountable. Get the core documents right, file on time, and maintain accurate records. The initial effort pays dividends through smoother bank applications, clearer governance, and fewer compliance headaches down the line.
