How to set up a private company limited by shares in the UK

Minimum capital: None required: you choose the share capital (for example one £1 share)

1. 1

   Choose and check a company name

   It must end in 'Limited' or 'Ltd' (Welsh: 'Cyfyngedig' or 'Cyf'), not be the 'same as' an existing name, offensive or use sensitive words without permission. Search the Companies House register and trade marks; names cannot be reserved.

2. 2

   Decide directors, shareholders and shares

   You need at least 1 director aged 16+ (not disqualified or an undischarged bankrupt) and at least 1 shareholder; one person can be both. Decide the share number, class and value (for example 100 x £1). Anyone holding over 25% of shares or votes is a PSC.

3. 3

   Verify each director's identity

   Verify free with GOV.UK One Login (app, online questions or Post Office) or through an authorised corporate service provider. You receive a Companies House personal code; you need every director's code to register the company.

4. 4

   Arrange a registered office and registered email

   The office must be a physical UK address in the nation where you register and 'appropriate': post reaches someone acting for the company and delivery can be recorded. No PO boxes. A home address becomes public. The registered email stays private.

5. 5

   Pick articles and SIC codes

   Use model articles or upload bespoke ones; the memorandum is created automatically online. Choose Standard Industrial Classification (SIC) codes describing what the company will do.

6. 6

   Prepare the statement of capital and PSC details

   List each shareholder's name and address, the shares they take and the rights attached to each class (prescribed particulars). Gather details of people with significant control, or confirm there are none.

7. 7

   Register online and pay

   Use GOV.UK 'Set up a limited company and register for Corporation Tax'. Create a Government Gateway user ID for the company (not your personal one), confirm the company's purpose is lawful, and pay £100 by card or PayPal.

8. 8

   Receive your certificate of incorporation

   Usually within 24 hours. The company exists only once the certificate is issued, so wait before opening bank accounts or printing stationery. Online registration also registers you for Corporation Tax and, optionally, PAYE.

9. 9

   Activate Corporation Tax with HMRC

   HMRC posts your UTR and an activation code to the registered office. If you registered another way (post, agent, software) add Corporation Tax services to your business tax account when you start doing business.

10. 10

    Open a business bank account and set up bookkeeping

    Open a bank account in the company's name and start keeping company and accounting records. Diarise the first accounts and confirmation statement deadlines.

• Company name (checked against the Companies House register)
• Memorandum of association (created automatically online; paper IN01 needs the prescribed template)
• Articles of association (model articles allowed, or bespoke)
• Statement of capital and initial shareholdings (shareholders' names and addresses, number and value of shares, class rights)
• Registered office address (appropriate UK address in the nation of registration; no PO boxes)
• Registered email address (kept private)
• SIC code(s) for the intended activities
• Director details: name, date of birth, nationality, occupation, service address and usual residential address
• Identity verification: Companies House personal code for every director (GOV.UK One Login or an authorised corporate service provider); PSCs verify when first added or within 14 days
• PSC details (anyone with over 25% of shares or votes or other control) or a statement that there are none
• Statement that the company is being formed for lawful purposes
• Government Gateway user ID for the company (created during online registration)
• Debit or credit card or PayPal for the £100 fee

• Register for Corporation Tax with HMRC within 3 months of starting to do business (online incorporation does this automatically; HMRC posts your UTR and activation code).
• Register as an employer for PAYE before the first payday if you employ anyone, including yourself as the only director (you cannot register more than 2 months before you start paying people).
• Register for VAT when taxable turnover passes £90,000 in 12 months, or you expect it to in the next 30 days; voluntary registration is allowed below that.
• Open a business bank account in the company's name once the certificate of incorporation is issued.
• Make sure every director has verified their identity (done at incorporation) and that any PSCs verify when first added or within 14 days.
• Tell Companies House about changes to directors, PSCs, registered office and registered email address, and keep company and accounting records.
• File first accounts: due 21 months after incorporation if the first accounting period is over 12 months, otherwise 9 months after the accounting reference date.
• Diarise your first confirmation statement: due within 12 months of incorporation (you have up to 14 days after the review period ends).

• Confirmation statement at least once every 12 months (up to 14 days after the review period ends): £50 online. It confirms your registered email, directors' personal codes and that future activities are lawful. You can be fined up to £5,000 and struck off if you do not file.
• Annual accounts to Companies House within 9 months of the accounting reference date (late penalties £150 to £1,500).
• Company Tax Return (CT600) to HMRC within 12 months of the end of the accounting period; pay Corporation Tax 9 months and 1 day after the period ends (19% on profits up to £50,000, 25% over £250,000, marginal relief between).
• PAYE each payday and VAT returns (usually quarterly) if registered; directors' personal Self Assessment returns by 31 January.
• From 1 April 2028 accounts can only be filed using commercial software (iXBRL), so plan your accounting software now.
• Existing directors and PSCs: complete identity verification by the due dates shown on the Companies House register (transition ends mid-November 2026).