Setting up a Limited Company

Limited Company Set Up

This lists the issues to consider when incorporating a business and some of the processes and requirements for registering the company with Companies House.

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1 Decide on a Company Name

Make sure that it does not closely match anyone else’s on the register, as they may lodge a complaint – Companies House has a search facility called WebCheck that you can use.

Also, check whether there are any trademarks that you may infringe by using certain words or phrases. You can serach the UK Intellectual Property Office website.

There are also a number of sensitive words that you are unable to use or must have consent for.

2 Where will the company and the registered office be based

You need to choose between

England & Wales
Wales
Scotland
Northern Ireland

This is important, once you have chosen to the country you wish to situate your company, you will be unable to change it. e.g. if you register in Scotland, you will be unable to move your registered office to England and vice versa. Each area holds its own separate register and each company is given its own unique number.

The registered office doesn’t have to be your actual place of work, but has to be an actual office where correspondence can be delivered to the company. You must ensure that your company records or details of the records are held at the registered office – if you wish to hold the records anywhere else you must notify Companies House of the SAIL address.

You must also notify Companies House if you change your registered office via form AD01.

3 Decide on which kind of limited company you wish to set up

Decide whether the company is private, public or unlimited and how many shares the company will start with and their value.

For simple companies you can start with 100 shares at £1 each.

4 Collect information on the directors and company secretary

There must be a minimum of 1 director for a private company and at least 2 for a public company.

There is no longer a requirement for a private limited company to have a company secretary.

Make sure that none of the Directors are on the Disqualified Directors Register – you can check the online register on the Companies House website.

You will need to provide their full names, former names, residential address, service address, date of birth, country of residence, nationality, occupation

5 Directors service and residential addresses.

The Directors service address is the contact address that Companies House will use to contact you, it is publically available.

The residential addresses are kept private. But, the residential address may be used as the service address so if you wish to keep your personal home address private choose to have the registered office address as your service address.

6 Memorandum and Articles of Association

The memorandum sets out the intention of the members to form a company and how many shares, this can be a very short document as all the rules governing the company are contained within the articles of association. The wording of the memorandum is set and cannot be altered.

The articles are your rulebook to ensure that all members know how the company is run and how decisions are made. The members can decide on what rules are in the articles, as long as they are legal. Many businesses use the model articles (a predefined set of rules). If you wish to deviate from the model articles you should obtain professional advice.

7 A statement of the share capital or guarantee

This lists the number of shares.

8 If you wish to use a sensitive name or expression

You will need confirmation from the relevant government department or body that you have sought their views on your proposes name. There are many restrictions on the words you can use in your company name - What's in a name article

9 Statement of compliance.

At the end of the application you will be asked to confirm that all the details provides are accurate and you have complied with the requirements to set up a Company.

What happens next

Companies House carries out a number of checks, and will check to see if any of the Directors are on the Disqualified Director Register. This is available on the companies house website, check to make sure before you apply that no-one is on that register.

If all the checks come back positive the company will be incorporated and a Certificate of Incorporation (CoI) will be issued. This signed document contains the name, your number on the register, date and the type and location of the company. This is proof that you have met the Companies Act 2006 requirement and that the Company has been incorporated, so don’t place an order for stationery, put the name on the website or apply for bank accounts until you have this document.