How to set up a limited company in the UK.

Before you start: is a company the right structure?

A private limited company is a separate legal person. It owns its own money, signs its own contracts and pays its own tax. That separation is the main reason people choose it. It also brings more paperwork than working as a sole trader, and the company's details go on a public register.

This guide assumes you have already decided. If you are still weighing it up, read our sole trader vs limited company tax breakdown first.

Most small businesses choose a company limited by shares. The owners hold shares and can be paid dividends from profits. A company limited by guarantee has guarantors instead of shareholders. It is more common for clubs and not-for-profit groups. The rest of this guide covers a company limited by shares.

Step 1: Choose a name

Your name usually has to end in "Limited" or "Ltd". It cannot be the same as a name already on the Companies House register. Names that differ only by punctuation, special characters or common company words can count as the same.

A few other rules apply:

• No offensive names. Companies House will refuse them.
• Sensitive words need permission. Words that suggest a link to government, or words such as "Accredited", need approval before you can use them.
• Watch for look-alikes. If your name is too like an existing company name or a registered trade mark, you could be made to change it after a complaint.

Check the register and the trade mark search before you buy a website domain or print anything.

Step 2: Appoint at least one director

Every company needs at least one director. A director must be 16 or over. They do not have to live in the UK, but the company must have a UK registered office. Someone who is disqualified or an undischarged bankrupt cannot act without court permission.

A company secretary is optional for a private company. Many small companies do not have one.

Directors' names and a service address appear on the public register. If you do not want your home address published, use a different service address.

Identity verification

Since 18 November 2025, verifying your identity has been a legal requirement for directors and people with significant control. You verify once, for free, through GOV.UK One Login. You can use the app, answer security questions online, or take photo ID to a participating Post Office. An authorised corporate service provider, such as an accountant, can also do it for you, and may charge.

When you pass, you get a personal code. It belongs to you, not the company. You will need it to be appointed as a director and later to file a confirmation statement. Keep it safe.

Step 3: Decide who owns the shares

You need at least one shareholder, and they can also be the director. A one-person company often has one director who holds every share.

When you register, you give a statement of capital. This lists how many shares the company issues, their value and who holds them. Many small companies start with a small number of ordinary shares at £1 each. If two or more people will own the business, agree the split now. Changing it later takes more paperwork.

People with significant control

You must also name any person with significant control (PSC). The most common test is holding more than 25% of the shares or voting rights. In a one-person company, the director is usually the only PSC.

Step 4: Sort out the address, email and SIC code

• Registered office. This must be a physical UK address in the same country the company is registered in. It must be "appropriate". That means post sent there will reach someone acting for the company, and a sender can get proof of delivery. A Royal Mail PO Box is not allowed. The address is public.
• Registered email address. You must give one and read what arrives. It is not published.
• SIC code. This is a code that describes what the company does. Pick the closest match from the Companies House list.

Step 5: Prepare the founding documents

A company needs a memorandum of association and articles of association. The memorandum is a short statement that the first shareholders agree to form the company. The articles are the rulebook for how the company is run.

You also give a statement of capital, covered in Step 3. If you have co-owners, think about whether your articles need extra rules, for example on what happens if one of you wants to leave.

Step 6: Register with Companies House

You can register online or by post.

• Online: £100 by debit or credit card. The company is usually registered within 24 hours.
• By post (form IN01): £124 by cheque. Allow 8 to 10 days.

You will need a Government Gateway user ID for the company, not your personal one. If the company has more than one director, you will need each director's personal code.

Once registered, you receive a certificate of incorporation showing the company number and date. You are normally set up for Corporation Tax at the same time, unless the company is dormant. HMRC then sends a 10-digit Unique Taxpayer Reference (UTR). Use it to add Corporation Tax to the company's business tax account.

Step 7: Jobs to do in the first few weeks

The company exists now, but it is not ready to trade.

• Open a business bank account in the company's name. Company money is not your money. Keeping it separate makes the books cleaner and helps with director's loan questions later.
• Choose bookkeeping software. Start recording income and costs from the first transaction. See our software page for the systems we work in.
• Register as an employer if you will run payroll. This includes paying yourself a salary as the only director. Register before the first payday, but not more than 2 months before. Our guide to paying yourself a director's salary explains the options.
• Watch the VAT threshold. You must register for VAT if your taxable turnover for the last 12 months goes over £90,000. You must register within 30 days of the end of the month you went over. You must also register if you expect turnover in the next 30 days alone to go over £90,000.
• Keep the company records. These include the register of shareholders and records of resolutions. If you keep them somewhere other than the registered office, tell Companies House.

What you file and pay each year

These are the recurring dates that come with a company:

• Confirmation statement. At least once every 12 months, within 14 days of the end of the review period. The fee is £50 online or £110 by post. See our guide to a confirmation statement that is overdue.
• Annual accounts to Companies House. For a new private company, the first accounts are due 21 months after incorporation, or 3 months after the accounting reference date if that is later. After that, accounts are due 9 months after each year end. Our guide to year-end accounts covers what goes in them.
• Company Tax Return. Due 12 months after the end of the accounting period. You must file one even if the company makes a loss.
• Corporation Tax. Payment is due 9 months and 1 day after the end of the accounting period, for profits up to £1.5 million. Read how to pay your Corporation Tax bill.

For the financial year starting 1 April 2026, the small profits rate is 19% on profits up to £50,000. The main rate is 25% on profits over £250,000. Between the two, you pay the main rate reduced by Marginal Relief.

A worked example

Records: the part that never stops

A company must keep accounting records of all money received and spent, what it owns and what it owes. Receipts, invoices, bank statements and correspondence all count. They must be kept for 6 years from the end of the last financial year they relate to. Our guide on how long to keep business records covers the exceptions.

HMRC can fine a company £3,000, or a director can be disqualified, if accounting records are not kept. That is why the easiest time to set up good habits is the first month. Match each bank line to a receipt or invoice while it is fresh. Code costs to the right accounts. Check the software balance against the bank. Then the accounts, tax return and confirmation statement are built on figures you can trust.

If you plan to keep the books yourself, read can I do my own accounts for a limited company? first. Our bookkeeping for limited companies page explains how a done-for-you service works. You can also look up terms in our glossary. For the first year in particular, see bookkeeping for startups and new limited companies.