TRW & Co · Corporate & Commercial
Company Formation Solicitors in London
Company formation solicitors London founders and overseas groups instruct do more than file an application at Companies House. They choose the right vehicle, draft articles that will survive investment, handle identity verification for directors and PSCs, and coordinate home-country approvals. Since 2025 formation compliance has tightened considerably under the Economic Crime and Corporate Transparency Act 2023.
Key pointSince 18 November 2025 a company cannot be incorporated with an unverified director, so identity verification, not the Companies House filing itself, is now the usual bottleneck in forming a UK company.
At a glance
Identity verification first
Every new director must verify identity with Companies House before incorporation, and new PSCs must provide a personal code within strict deadlines after registration.
Higher incorporation fee
From 1 February 2026 online incorporation at Companies House costs £100; the online confirmation statement fee is £50 for each 12-month period.
Appropriate registered office
The registered office must be a physical address in the company's UK jurisdiction where post is acknowledged; Royal Mail PO Boxes are no longer permitted.
First accounts in 21 months
A private company's first accounts are generally due within 21 months of incorporation, then within nine months of each accounting reference date.
Small company thresholds
A company is small if it meets two of: turnover of £15 million or less, balance sheet of £7.5 million or less, 50 employees or fewer.
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What company formation solicitors London founders instruct actually do
Registering a company at Companies House takes minutes online. What company formation solicitors London clients instruct add is the structure around it: the right vehicle, a constitution that fits the owners, share classes that will survive the first investment round, and compliance with rules that tightened sharply after the Economic Crime and Corporate Transparency Act 2023. A poorly formed company works until the first dispute, funding round or bank onboarding exposes the gaps.
Formation is also a group question. Overseas businesses entering the UK must decide between a branch and a subsidiary; founders must decide where ownership sits and how investors and employees will later come in; families and investors must consider how a UK company interacts with their tax residence elsewhere. This page sets out the framework, the choices, the process and the common mistakes.
For the wider picture of running a company after formation, see our corporate solicitors and corporate governance pages.
The legal and regulatory framework for forming a UK company
Formation is governed by Part 2 of the Companies Act 2006. A company is registered in one of three jurisdictions, England and Wales, Scotland or Northern Ireland, and its registered office must be in that jurisdiction. The company law is largely the same across the UK, but property, insolvency and court procedures differ, and Scottish limited partnerships are subject to their own transparency rules.
What ECCTA changed
The Economic Crime and Corporate Transparency Act 2023 transformed formation compliance. Every company must now have an appropriate registered office address, meaning a physical UK address where post will come to the company's attention and delivery can be acknowledged; a Royal Mail PO Box is no longer acceptable. Every company must also provide a registered email address, and subscribers must confirm on incorporation that the company is being formed for a lawful purpose.
Since 18 November 2025, identity verification has been mandatory. A new director must verify identity with Companies House before the company is incorporated or before appointment, and people with significant control (PSCs) must verify within the deadlines set by the rules. Verification can be done directly through GOV.UK One Login or through an Authorised Corporate Service Provider (ACSP). The Companies House guidance explains the process.
Fees, filings and early deadlines
From 1 February 2026 the Companies House fee for online incorporation rose to £100, with a higher fee for paper filings, and the annual confirmation statement fee for online filing is £50. A private company's first accounts are generally due within 21 months of incorporation; thereafter, within nine months of the accounting reference date. The company must register with HMRC for Corporation Tax once it starts to do business.
Corporation Tax is charged at a 25% main rate for profits above £250,000 and a 19% small profits rate for profits of £50,000 or less, with marginal relief between. VAT registration is compulsory once taxable turnover in the previous 12 months goes over £90,000, or is expected to in the next 30 days.
Choosing the right vehicle
The vehicle decision drives liability, tax, disclosure and how easily the business can raise money. These are the main options company formation solicitors London clients consider.
| Vehicle | Liability | Tax | Typical use |
|---|---|---|---|
| Private company limited by shares | Limited to unpaid share capital | Corporation Tax on profits; shareholders taxed on dividends | Trading businesses, holding companies, start-ups |
| Public limited company (plc) | Limited | As for private companies | Companies offering shares to the public; needs at least £50,000 allotted share capital |
| Company limited by guarantee | Limited to the guarantee amount | Corporation Tax, with possible charitable reliefs | Charities, membership bodies, not-for-profits |
| Community interest company | Limited | Corporation Tax; asset lock and dividend restrictions | Social enterprises |
| Limited liability partnership | Limited | Tax-transparent; members taxed on their share | Professional practices, some investment structures |
| UK establishment of an overseas company | Unlimited exposure for the parent | UK profits attributable to the branch taxed in the UK | Overseas groups testing the UK market |
Subsidiary or branch
Overseas groups often start with a UK establishment (branch) because it is quick and does not create a separate legal person. The trade-off is that the parent is directly liable for UK obligations, and its accounts may need to be filed publicly at Companies House. A subsidiary ring-fences liability, is easier for UK customers and banks to deal with, and is usually the better long-term platform. Our article on registering an overseas company in the UK compares the two.
Share structure from day one
Founders often incorporate with 100 ordinary shares and adopt the Model Articles. That works until a co-founder leaves, an investor arrives or employees are offered equity. Choosing a sensible number of shares at a low nominal value, considering separate share classes where founders have different roles, and adopting bespoke articles with transfer restrictions and leaver terms costs little at formation and avoids reorganisations later.
Company names
A company name must not be the same as an existing name on the register, and names that are too similar can be challenged before the Company Names Adjudicator. Some words, such as those implying a connection with government, a regulated profession or a particular status, are sensitive and need supporting evidence or consent. ECCTA also gave Companies House stronger powers to reject names that could facilitate fraud or that suggest a connection with a foreign government without consent. A name on the register is not a trade mark, so founders should check trade mark registers too before committing to a brand.
A company is registered in minutes, but its articles and share structure will be read by every investor, lender and buyer for the rest of its life.
The formation process step by step
A typical formation run by company formation solicitors London teams follows the sequence below.
- Structure and vehicle. Decide the vehicle, the jurisdiction of registration, the group position of the new entity and the tax residence implications.
- Name and address. Check name availability and sensitive words, and secure an appropriate registered office address and a monitored registered email address.
- Identity verification. Ensure every proposed director and PSC has verified identity and holds a Companies House personal code.
- Constitution. Prepare the memorandum of association and either adopt the Model Articles or draft bespoke articles reflecting ownership, decision-making and transfer rules.
- Incorporation filing. File the application with the statement of capital, initial shareholdings, officers, PSC information, SIC codes and the lawful purpose statement.
- Post-incorporation steps. Hold a first board meeting, issue share certificates, write up statutory registers, open a bank account and register for Corporation Tax, PAYE and VAT as needed.
- Shareholder arrangements. Sign a shareholders' agreement, founder service agreements and IP assignments so the company, not the founders, owns what it needs.
Obligations after formation
Formation starts a cycle of continuing duties. Changes to directors must be notified to Companies House within 14 days, and changes to PSC information must be recorded and filed promptly. A confirmation statement must be delivered at least once every 12 months, and annual accounts filed by the deadline, with automatic late filing penalties if they are missed. Dividends may only be paid out of distributable profits, and unlawful dividends can be recovered from shareholders who knew or ought to have known.
Directors are personally responsible for these obligations even when an accountant or company secretary does the work. Diarising filing dates at formation and agreeing who is responsible for each one prevents the most common compliance failures, which tend to surface during bank reviews or a sale.
Documents and information to assemble
Identity and personal codes
Companies House personal codes for every director and PSC, plus service addresses and, for individuals, a residential address that is kept off the public register.
Articles of association
Model Articles or bespoke articles covering share rights, pre-emption, transfer restrictions, drag and tag, leaver provisions and board procedures.
Shareholders' agreement
Private agreement on decision-making, reserved matters, funding obligations, deadlock, restrictive covenants and exits. See our guide to shareholder agreements.
PSC analysis
Identification of everyone holding more than 25% of shares or votes, able to appoint a board majority or exercising significant influence, including through trusts or nominees.
Founder IP and service agreements
Assignments of code, brand and know-how into the company, and service agreements with confidentiality and restrictive covenants.
Corporate group evidence
For overseas parents: certified constitutional documents, board resolutions approving the UK subsidiary or establishment, and beneficial ownership information.
Risks and common mistakes
Using a home address or a PO box as the registered office
The registered office address is public and must now be an appropriate address under ECCTA: a physical address in the company's jurisdiction of registration where post will come to the company's attention and delivery can be acknowledged. Royal Mail PO Boxes are no longer allowed. Founders who use their home address make it permanently searchable, and removing historic addresses from the register is possible only in limited circumstances. Using a professional address with permission, or an agent's address, avoids both problems from the start.
Leaving identity verification to the last minute
A company cannot be incorporated with an unverified director, and new PSCs must provide their personal code within strict deadlines. For overseas founders, verification may take longer if their identity documents are not easily accepted by the GOV.UK One Login process, in which case using an ACSP is often faster. Build verification into the timetable before the incorporation date, especially where a company is being formed to sign a contract, open a bank account or complete a transaction on a fixed date.
Adopting Model Articles for a company with outside investors
The Model Articles are designed as a default. They contain no transfer restrictions, no leaver provisions, no drag-along or tag-along rights and no investor protections. That is acceptable for a sole-owner company but inadequate for any company with co-founders or investors. Changing articles later needs a special resolution, which a minority holding more than 25% can block. Adopting suitable articles on incorporation, when everyone agrees, is far easier than imposing them later.
Ignoring central management and control
A UK-incorporated company is generally UK tax-resident, but a foreign-incorporated company can also become UK-resident if it is centrally managed and controlled in the UK. Conversely, a UK company run entirely from abroad may face tax claims in the other country as well. Groups with directors in several countries should plan where board meetings take place and where key decisions are made, and take tax advice on treaty residence before the structure is used for trading or holding investments.
Founders keeping IP outside the company
Code written, brands designed and know-how developed before incorporation belong to the individual founders unless assigned. Investors and buyers will expect a clean chain of title. A short IP assignment signed at formation, together with service agreements confirming that future work belongs to the company, avoids a significant diligence problem. Our intellectual property team handles registrations and assignments.
Holding UK property through an overseas entity without registering
Overseas groups sometimes hold UK land directly through a foreign company rather than through a new UK subsidiary. Under the Economic Crime (Transparency and Enforcement) Act 2022, an overseas entity that owns or buys qualifying UK land must register on the Register of Overseas Entities at Companies House and disclose its registrable beneficial owners, then update the information each year. Without registration, dealings with the land are restricted at HM Land Registry and criminal sanctions can apply. Forming a UK company to hold the property avoids the register but brings its own tax and compliance consequences, so the choice should be made deliberately with tax advice.
If the company is being formed for a transaction or contract with a fixed date, allow time for identity verification of every director and PSC, bank onboarding and, for overseas founders, home-country approvals. The Companies House filing itself is rarely the bottleneck.
Cross-border formation: Bangladesh, the Gulf, Europe and Asia
UK company law places no nationality or residence restriction on directors or shareholders, which is one reason London is popular with overseas founders. The constraints usually sit in the founder's home jurisdiction, in UK immigration law if founders intend to work in the UK, and in banking.
For Bangladeshi founders, investing in a UK company generally requires approval from Bangladesh Bank under the Foreign Exchange Regulation Act 1947, and remitting capital without it creates exposure at home. If the UK company will be owned by a Bangladeshi company registered with the Registrar of Joint Stock Companies and Firms under the Companies Act 1994, board and shareholder approvals in Bangladesh are also needed. Experienced company formation solicitors London teams will check these approvals before the UK filing is made. Our article on setting up a UK company from Bangladesh covers the steps, and our Bangladeshi businesses in the UK team works with TRW & Co's Dhaka office.
Gulf, Singaporean and Chinese groups typically form a UK subsidiary under an existing holding structure and should consider substance, transfer pricing, banking and, where the business touches sensitive sectors, national security screening. Founders who intend to relocate should take immigration advice early; a company does not itself confer a right to work in the UK. See our business immigration page.
How TRW & Co helps
TRW & Co's London office is authorised and regulated by the Solicitors Regulation Authority. As company formation solicitors London clients rely on for both start-ups and international groups, we act on the following workstreams.
Structure and vehicle advice
Choosing the vehicle, jurisdiction of registration, group position and tax residence approach, coordinated with tax advisers.
Incorporation and compliance
Name checks, registered office and email arrangements, identity verification coordination, filings and statutory registers.
Constitutional documents
Bespoke articles, shareholders' agreements, founder service agreements and IP assignments designed for future investment.
Overseas groups entering the UK
UK subsidiaries and establishments for overseas parents, with board approvals and beneficial ownership analysis across jurisdictions.
See our practices for the full range of services.
When to use a solicitor rather than a formation agent
A formation agent can register a straightforward single-owner company cheaply. Company formation solicitors London clients instruct add value when there is more than one owner, an overseas parent or founder, a planned investment round, regulated activity, or a need for bespoke articles and a shareholders' agreement. In those cases the cost of getting the structure wrong typically arrives later, during due diligence, a dispute or a tax enquiry, and is far greater than the cost of advice at formation.
The best company formation solicitors London advisers will also think about the company's second and third years: how employee equity will be granted, how a seed round will be documented, and whether a holding company should be inserted now rather than later. Answering those questions at the outset usually means the company never needs an expensive reorganisation. For overseas groups, a solicitor can also coordinate with advisers in the parent's jurisdiction so that board approvals, tax filings and banking documents line up.
Checklist for decision-makers
- Vehicle chosen with liability, tax and investment plans in mind.
- Jurisdiction of registration and an appropriate registered office address confirmed.
- A monitored registered email address in place.
- Every director and PSC identity-verified with a Companies House personal code.
- Bespoke articles and a shareholders' agreement prepared where there is more than one owner.
- Founder IP assigned to the company and service agreements signed.
- Corporation Tax, PAYE and VAT registration diarised, with accounting reference date chosen.
- Home-country approvals, such as Bangladesh Bank permission, obtained before capital is remitted.
To set up a UK company with company formation solicitors London who can coordinate across Bangladesh, the Gulf and Asia, contact TRW & Co at info@trw.co, or read our step-by-step guide on how to set up a company in the UK.
Frequently asked questions
01How long does it take to form a company in London?
The Companies House filing itself is usually processed quickly once submitted online, and a same-day service is available for an additional fee. In practice the time is taken by preparation: confirming the structure, verifying the identity of every director and PSC, drafting bespoke articles, and arranging a registered office and email address. For overseas founders, home-country approvals and bank onboarding usually take considerably longer than incorporation, so plan backwards from the date the company needs to trade or sign contracts.
02Can a foreign national be a director of a UK company?
Yes. There is no nationality or residence requirement for directors or shareholders of a UK company, although at least one director must be an individual and every director must complete Companies House identity verification. Being a director does not give a right to live or work in the UK, so a founder who wants to relocate needs separate immigration advice, for example on the UK Expansion Worker route or other business visas.
03Do I need bespoke articles of association?
If you are the sole owner, the Model Articles may be adequate. If there are co-founders, investors or employee shareholders, bespoke articles are strongly advisable. The Model Articles contain no transfer restrictions, leaver provisions, drag-along or tag-along rights. Changing the articles later requires a special resolution of at least 75%, which a minority can block, so it is much easier to adopt suitable articles at formation when all the owners agree.
04What is a person with significant control?
A PSC is an individual who holds more than 25% of the shares or voting rights, can appoint or remove a majority of the board, or otherwise has significant influence or control over the company, including through a trust or firm. The company must keep a PSC register, file PSC information at Companies House and keep it up to date. PSCs must also verify their identity under the regime introduced by the Economic Crime and Corporate Transparency Act 2023.
05Should an overseas company open a UK branch or a subsidiary?
A branch, registered as a UK establishment of the overseas company, is quicker to set up but does not separate liability: the parent is directly responsible for UK obligations and may need to file its own accounts publicly. A subsidiary is a separate legal person, ring-fences liability and is usually easier for UK banks, customers and landlords to deal with. Most groups planning a lasting UK presence choose a subsidiary, though tax and regulatory factors can point the other way.
06Can a Bangladeshi resident own a UK company?
Yes, under UK law. The main constraint is Bangladeshi exchange control: residents generally need Bangladesh Bank approval to invest abroad under the Foreign Exchange Regulation Act 1947. Founders should obtain approval before remitting capital, confirm tax residence and reporting obligations in both countries, and plan banking in the UK. TRW & Co's London and Dhaka offices coordinate formation, approvals and the shareholder documents.
07Do I need to register for VAT when forming a company?
Not automatically. Registration is compulsory once taxable turnover in the previous 12 months goes over £90,000, or is expected to exceed that figure in the next 30 days. Some businesses register voluntarily below the threshold to reclaim input VAT. Overseas businesses making taxable supplies in the UK may need to register regardless of turnover. Corporation Tax registration with HMRC is required once the company starts to do business.
Sources and official materials
- Companies Act 2006 — Formation, articles, share capital and registers
- Economic Crime and Corporate Transparency Act 2023 — Registered office, email, lawful purpose and identity checks
- Set up a private limited company — GOV.UK guide to incorporation
- Verifying your identity for Companies House — Director and PSC identity verification
- Companies House fees — Current incorporation and filing fees
- Corporation Tax rates, expenses and reliefs — Main and small profits rates
- The Companies (Model Articles) Regulations 2008 — Default articles of association
General information only, current as at 21 October 2026. It is not legal advice and does not create a solicitor–client relationship. It reflects the law of England and Wales unless stated otherwise; Scotland and Northern Ireland have separate legal systems, and the law changes frequently. Check current official sources and take advice on the facts of your matter.