How to set up a private unlimited company in the UK

Liability: Members are liable without limit for the company's debts; the articles must not limit that liability.

Minimum capital: None (an unlimited company may or may not have share capital)

1. 1

   Confirm unlimited liability is acceptable

   Members are liable for all the company's debts, without limit. The articles must not contain any provision limiting members' liability.

2. 2

   Choose a name

   Follow the usual rules: not 'same as' an existing name, not offensive, and sensitive words need permission. Check the Companies House register and trade marks; names cannot be reserved.

3. 3

   Appoint directors and decide on members and shares

   At least one director aged 16 or over who is not disqualified or an undischarged bankrupt. Decide whether to have share capital and who the members are.

4. 4

   Write your own articles

   There are no model articles for unlimited companies, though you can use the model articles as a base. Consider a power to change share capital by special resolution (increase, consolidate, subdivide, cancel or reduce).

5. 5

   Verify each director's identity

   Free through GOV.UK One Login or an authorised corporate service provider; you give each director's Companies House personal code on the application.

6. 6

   Arrange a registered office and registered email

   An appropriate UK address in the nation of registration (no PO boxes) and a private registered email address.

7. 7

   Prepare the memorandum and other details

   Use the prescribed memorandum wording. Add a statement of capital if the company has shares, plus SIC code(s), PSC details and the lawful-purpose statement.

8. 8

   Post form IN01 with the £124 fee

   Send form IN01, the memorandum, your articles and a £124 cheque payable to 'Companies House'. There is no online option listed for unlimited companies.

9. 9

   Receive the certificate and register for tax

   After the certificate of incorporation, register for Corporation Tax within 3 months of starting to do business, and for PAYE and VAT as needed.

• Form IN01 completed as an unlimited company
• Memorandum of association (prescribed wording)
• Bespoke articles of association (no model articles; no limit on members' liability)
• Statement of capital and shareholdings, if the company has share capital
• Companies House personal code for every director (identity verification)
• Registered office address (appropriate UK address), registered email address, SIC code(s), PSC details
• Statement that the company is being formed for lawful purposes
• £124 cheque payable to 'Companies House'

• Register for Corporation Tax within 3 months of starting to do business.
• Register as an employer for PAYE before the first payday if you employ staff, and for VAT if turnover passes £90,000.
• Open a bank account once the certificate of incorporation is issued.
• Make sure directors and any PSCs complete identity verification.
• Check whether the company must deliver accounts to Companies House (see ongoing).
• Diarise the confirmation statement.

• Confirmation statement at least every 12 months (£50 online).
• Accounts must be prepared for members, but are delivered to Companies House only if the company was a subsidiary undertaking or parent of a limited undertaking, a banking or insurance company (or its parent), or all its members were limited companies (or similar). Otherwise no public accounts filing.
• Company Tax Return to HMRC within 12 months of the period end; pay Corporation Tax 9 months and 1 day after it ends.
• PAYE and VAT returns if registered.