Once you have decided that a company is the most appropriate legal form for your business [1], you will need to register a company at Companies House and in so doing form the company (also known as ‘incorporation’) which will allow Companies House to properly regulate it.
Companies can be registered via a paper application (Form IN01), or electronically via the Companies House website. ‘Unlimited companies’ can only be registered by paper application.
For the purpose of this article we will assume that you are electronically registering a company limited by shares.
Step 1
Log on to the relevant UK government website: https://www.gov.uk/limited-company-formation/register-your-company.
Step 2
Confirm whether you are registering a ‘community interest company’ (‘CIC’) or a regular limited company.
Step 3
Confirm whether you are registering a ‘company limited by shares’ or a ‘company limited by guarantee’.
Step 4
Confirm the company name.
Generally speaking, the company name cannot:
- Be the same as another registered company’s name (UK company names can be checked here: https://find-and-update.company-information.service.gov.uk/company-name-availability).
- Be too similar to another company’s trademark (UK trademarks can be checked here: https://trademarks.ipo.gov.uk/ipo-tmtext).
- Be offensive, contain sensitive words or expressions, or suggest a connection with the government.
Your name must usually end in either ‘limited’ or ‘ltd’ to signify that it is a limited company. There is no difference between the two, except for how they look.
Step 5
Enter the company’s ‘registered address’, ‘principal place of business’ and ‘SIC code’.
The registered address is where regulatory bodies, such as Companies House and HMRC, will send correspondence to. This will be displayed on public record.
The SIC stands for ‘standard industrial classification’ and it corresponds with the nature of the company’s business.
Step 6
Enter the director and company secretary details.
Private companies must have at least one director and public companies must have at least two directors (s154 Companies Act 2006 (‘CA 2006’)).
Private companies are not required to have a company secretary but public companies are (ss270 and 271 CA 2006).
Step 7
Enter the shareholder and share details.
Companies limited by shares must have at least one shareholder who has at least one share (s10 CA 2006).
The default (and standard) shares to be issued are:
- ‘Ordinary shares’
- Valued at £1
- One share per director
Step 8
Identify any ‘people with significant control’ (‘PSC’).[2]
This is a technical area, but generally speaking, a PSC is someone that has:
- more than 25% of shares in the company; or
- more than 25% of voting rights in the company; or
- the right to appoint or remove the majority of the board of directors.
Step 9
Choose your ‘articles of association’ (also known as the ‘articles’).
The articles of association govern the company’s internal affairs and are a contract between the company and its shareholders and between the shareholders themselves. Among other things they help protect shareholders by requiring that certain decisions of the company require shareholder consent.
All companies must have articles of association (s18 CA 2006).
The default (and standard) articles of association are called the ‘model articles’ and they are presented as an option to choose.
Step 10
E-sign and submit the application.
Don’t Forget
- Register for corporation tax even if you won’t be trading immediately (https://www.gov.uk/limited-company-formation/set-up-your-company-for-corporation-tax?step-by-step-nav=37e4c035-b25c-4289-b85c-c6d36d11a763).
- Create and maintain your company registers and comply with your filing requirements.
Floix contains all of the registers that companies are required to keep and details the filings that companies are required to make. Sign-up today.
[1] See ‘UK Business Entities’ article.
[2] See ‘PSC Register’ article.
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