If you are planning to set up a limited company in the UK, there are several steps that you need to follow.

Keep reading, as this guide will help you to navigate through the incorporation process.

Choosing a Company Name

Choosing an appropriate name for your company is the first step towards incorporation. You must select a name that is unique and distinct from already established businesses, so go ahead and check the Companies House Register to confirm if the name you want is available. The name must also comply with various legal requirements, which include avoiding the use of sensitive words or phrases, and ensuring that your company name ends with ‘Limited’ or ‘Ltd’.

Prepare Constitutional Documents

You must prepare the Constitutional documents. These consist of the Memorandum of Association and the Articles of Association. Both of these documents are essential to the governance structure of your company. The Memorandum of Association outlines your intention to form a company. If you register your company electronically, this will be created automatically.

The Articles of Association describe how your company will operate. You can adopt model articles provided by the government or create bespoke articles to meet your business requirements. These documents cover critical aspects such as decision-making processes, share structure, director appointments, and shareholder rights.

As an example, if you want to have different share classes (to, for example, allow different dividends to different shareholders), then the model articles will be unsuitable and you’ll need bespoke articles of association and probably a shareholders agreement.

Register a UK Address

Your company needs to have a registered office address in the UK where official communications are sent and legal documents can be served. This address will be publicly available, so it’s important to choose a physical address that reflects your business image. You can also opt for professional service providers that offer registered office services for a fee. Make sure to display the address on all official company correspondence and documents. You can no longer have a PO Box as a registered office.

Appoint First Officers

You must have at least one director who is over 16 years old and is not disqualified from holding the position. Additionally, you may appoint a company secretary if required by your Articles of Association.

The directors are responsible for managing the business’s affairs and making strategic decisions, while the company secretary handles administrative tasks and ensures compliance with legal obligations.

Statement of Capital

The statement of capital provides an overview of the share capital structure of your company. It outlines the total number of shares to be issued and their nominal value, along with any amounts unpaid on shares, if applicable. You must also specify the details of different share classes, including their respective rights – such as voting rights and dividend entitlements. This information is key for determining ownership stakes and distributing profits among shareholders.

Persons with Significant Control (PSCs)

You must identify individuals or entities who have significant control over the operations of your company. PSCs usually hold over 25% of the shares and voting rights and have the right to appoint and remove directors. For this step, determine if any individual or entity meets the criteria for significant control and register their details with Companies House. This information helps prevent illegal activities, such as money laundering and ensures transparency in corporate governance.

Incorporation Process

To register your company with Companies House, you need to submit an IN01 form which includes the information we have mentioned in this article. Any discrepancies in the information you provide may delay the registration process. You can either post a hard copy of the form to the Registrar of Companies, which can take 8-10 days to process, or file the form electronically, which usually means registration within 24 hours. You need to pay the requisite fee along with your application. Once your application is approved, you’ll receive a Certificate of Incorporation which officially establishes your private limited company.

Do note that the fee is increasing in May 2024 to £50

Remember to seek professional advice if you come across any challenges along the way. I’m here to help, so don’t hesitate to reach out.