TRW & Co · Company law and governance
How to Set Up a Company in the UK: A Step-by-Step Guide
Here is how to set up a company in the UK: verify each director's and controller's identity, choose a name, agree the share structure and articles, give an appropriate registered office and email address, and register online with Companies House. Then register with HMRC and diarise first-year filings. This guide explains each step and the decisions behind it.
Key pointIdentity verification under the Economic Crime and Corporate Transparency Act 2023 is now the step most likely to delay incorporation, especially for overseas founders, and a director's personal code is needed for the registration filing itself.
At a glance
Fast registration
Online applications to Companies House are usually processed within 24 hours, and the company exists from the date shown on its certificate of incorporation.
Identity verification first
Every director and person with significant control must verify their identity and obtain a Companies House personal code, either via GOV.UK One Login or an authorised agent.
Minimum officers
A private company needs at least one director aged 16 or over and at least one shareholder; a company secretary is optional and directors need not live in the UK.
Address rules
The registered office must be an appropriate physical UK address in the company's home jurisdiction, and every company must give a monitored registered email address.
First-year deadlines
First accounts are due 21 months after incorporation, and a confirmation statement must be filed within 14 days after the end of each twelve-month review period.
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How to set up a company in the UK: the short answer
If you want to know how to set up a company in the UK, the core process is straightforward: choose a name, verify the identity of each director and person with significant control, prepare the company's constitution, and register online with Companies House. Online registrations are usually processed within 24 hours, and the company exists from the date on its certificate of incorporation.
The registration itself is the easy part. The decisions you make around it, such as share structure, articles of association, who holds control, where the registered office is and how you register for tax, shape how the company runs for years. Getting them right at the start is much cheaper than fixing them later.
This guide follows a private company limited by shares, the structure most businesses use. It reflects the law and Companies House practice as of October 2026, including the identity verification regime introduced under the Economic Crime and Corporate Transparency Act 2023.
The legal framework and the bodies involved
Company formation is governed by the Companies Act 2006, as amended by the Economic Crime and Corporate Transparency Act 2023. Under section 9 of the Companies Act, an application for registration must state the proposed name, the part of the UK where the registered office will be, the type of company, and that the subscribers wish to form the company for lawful purposes.
The application must also include a statement of capital and initial shareholdings, a statement of proposed officers, a statement of initial significant control, the registered office address, a registered email address, any bespoke articles and the company's intended principal business activities.
Three bodies matter at the start:
- Companies House registers the company, maintains the public register and enforces filing and identity verification duties.
- HMRC handles Corporation Tax, VAT and PAYE registration.
- Sector regulators, such as the Financial Conduct Authority, may need to authorise the business before it trades in a regulated activity.
The UK has three company registers: England and Wales (with an option for Wales), Scotland and Northern Ireland. The registered office must be in the jurisdiction where the company is registered. If you are still deciding on a structure, our guide to sole trader versus limited company compares the options.
How to set up a company in the UK step by step
- Choose and check the name. Search the Companies House register. The name must usually end in "Limited" or "Ltd", cannot be the same as an existing name, and needs permission if it contains a sensitive word or suggests a connection with government. Check trade marks too, as a name that is too like another business's may have to change after a complaint.
- Verify identities. Each director and person with significant control must verify their identity, either through the GOV.UK One Login service or through an Authorised Corporate Service Provider. Each person receives a Companies House personal code, and the directors' codes are needed for the registration filing.
- Decide the people. Appoint at least one director, who must be at least 16. A company secretary is optional for a private company. Identify the shareholders and anyone who will be a person with significant control.
- Set the share structure. Decide the number, class and nominal value of shares, and the rights attached to each class. These go into the statement of capital.
- Adopt articles of association. Use the model articles or upload bespoke articles. The memorandum of association is generated automatically for online registrations.
- Provide addresses and activities. Give an appropriate UK registered office address, a registered email address and the SIC codes describing the company's principal business activities.
- Register and pay the fee. File online, by post on form IN01, or through an agent. Check the current fee on GOV.UK, as Companies House fees are revised from time to time.
- Register for tax and open a bank account. Set up Corporation Tax, PAYE if anyone (including a sole director) will be paid through payroll, and VAT if required. Then open a business bank account in the company's name.
Identity verification is now the step most likely to delay an incorporation, particularly for founders outside the UK. Start it early. A director or person with significant control who has not verified and provided their personal code can hold up the registration or a later filing, and continuing to act without complying can be an offence.
Key decisions: structure, articles and control
Share capital and classes
Most companies start with a single class of ordinary shares at a low nominal value, often £1 or less. A shareholder's liability is limited to any amount unpaid on their shares, so the nominal value matters. If you expect to bring in investors, issue employee options or give founders different rights, think about share classes at the outset.
Articles and shareholders' agreements
The model articles work for a simple company with one owner. For a company with several founders or outside investors, they say nothing about leaver provisions, pre-emption on transfers, drag and tag rights or deadlock. Those are usually dealt with in bespoke articles of association and a private shareholder agreement.
People with significant control
Anyone who holds more than 25% of the shares or voting rights, or otherwise has significant influence or control, must be recorded as a person with significant control. Their details appear on the public register, and they must verify their identity. Our guide to the PSC register explains the tests.
Licences and regulated activities
Registering a company does not authorise it to carry on every kind of business. Part of knowing how to set up a company in the UK is checking whether the activity itself needs permission. Financial services, consumer credit, payments and e-money, many healthcare services, alcohol sales, waste handling and some employment agency work all require licences or authorisation from the relevant regulator, and some must be in place before trading starts.
Data protection is relevant to almost every business. Most organisations that process personal data must pay a data protection fee to the Information Commissioner's Office, and all must comply with UK GDPR. Build these steps into your launch plan alongside incorporation and tax registration, rather than treating them as afterthoughts.
| Option | Best for | Advantages | Watch-outs |
|---|---|---|---|
| Self-registration online with model articles | Single founder, simple business | Fast and inexpensive | Model articles may not suit later investment or co-founders |
| Formation agent | Founders wanting an address service | Registered office and service address options; agent may verify identity as an ACSP | Off-the-shelf articles; check what the package includes |
| Accountant-led formation | Founders focused on tax set-up | Joined-up Corporation Tax, VAT and payroll registration | Governance documents may be basic |
| Solicitor-led formation | Multiple founders, investors, regulated or cross-border businesses | Bespoke articles, shareholders' agreement and structuring advice | More preparation time before registration |
| Company limited by guarantee | Non-profits, charities and membership bodies | Members' liability limited to the guaranteed amount | No shares, so cannot raise equity investment |
Registered office, registered email and public information
The registered office must be an "appropriate address": a physical address in the same UK jurisdiction where post will come to the company's attention and delivery can be acknowledged. PO boxes are no longer acceptable. A company that cannot show an appropriate address risks being struck off.
The registered office address is public. Founders who do not want their home address on the register should use a service provider's address, such as their accountant or solicitor, with permission. Directors must also give a service address, which is public, while their residential address is kept off the public record.
Every company must now give Companies House a registered email address. It is not published, but Companies House uses it to contact the company, so it must be monitored.
Tax registration and first-year filings
Understanding how to set up a company in the UK includes knowing the deadlines that follow incorporation. Missing them leads to automatic penalties.
- Corporation Tax: online registration usually sets the company up for Corporation Tax at the same time. Otherwise, add Corporation Tax services to your business tax account once the company starts doing business, using the Unique Taxpayer Reference HMRC issues.
- PAYE: register as an employer before the first payday, including where a sole director is the only person paid through payroll.
- VAT: registration is compulsory once taxable turnover exceeds the threshold, currently £90,000 over a rolling twelve months according to GOV.UK, and can be voluntary below it.
- First accounts: due at Companies House 21 months after the date of incorporation; later accounts are due nine months after the financial year end, as set out in GOV.UK guidance on accounts.
- Confirmation statement: at least once every twelve months, filed within 14 days after the end of each review period, confirming that the register information is up to date. Each director's personal code must be provided.
Founders researching how to set up a company in the UK often overlook that the company, not the founder, is now the taxpayer for its profits. Directors who take money out need to decide whether it is salary, dividend or a director's loan, each with different tax and legal consequences, so take accounting advice before the first withdrawal.
The company must also keep statutory registers, such as the register of members and the PSC register, minutes of board and shareholder decisions, and accounting records.
Illustrative scenario: two founders and an angel investor
This scenario is illustrative only and does not describe any real company or client.
Two founders, one in London and one in Dhaka, plan a software business and have an angel investor ready to invest after launch. They are tempted to register online in an afternoon with model articles and equal shareholdings.
With advice, they first complete identity verification, the overseas founder through an Authorised Corporate Service Provider. They adopt bespoke articles with leaver provisions and pre-emption rights, and sign a shareholders' agreement covering decision-making and deadlock. They use their accountant's address as the registered office, register for Corporation Tax and PAYE, and take advice on whether the overseas founder's role affects where the company is managed and taxed.
When the investor arrives, the company can issue a new share class without rewriting its constitution, and the investor's lawyers find a clean register. Learning how to set up a company in the UK properly has saved the founders time and cost at their first funding round.
Risks and common mistakes
Using model articles for a multi-founder company
The model articles do not deal with what happens when a founder leaves, wants to sell, or disagrees fundamentally with the others. Without leaver and transfer provisions, a departed founder may keep a large shareholding indefinitely. Bespoke articles and a shareholders' agreement agreed at the start avoid disputes that can block funding or a sale. If you have co-founders, treat these documents as essential rather than optional.
Leaving identity verification too late
Directors need a personal code for the registration filing and for confirmation statements, and people with significant control have their own deadlines. Founders outside the UK may find the GOV.UK One Login route harder and need an authorised agent instead. Leaving this until the last minute can delay incorporation, block filings and, for existing roles, risk committing an offence.
Mixing personal and company money
A company is a separate legal person. Paying personal expenses from the company account, or taking money out without a dividend or salary decision, creates an overdrawn director's loan account with tax consequences and potential personal liability if the company later fails. Open a separate bank account immediately and document every payment to directors and shareholders.
Missing the first filing deadlines
Companies House imposes automatic late filing penalties for accounts, and HMRC charges penalties for late tax returns and payments. Because the first accounts deadline is calculated from the incorporation date, it is easy to overlook. Diarise every deadline, including the first confirmation statement, as soon as the certificate of incorporation arrives.
Cross-border founders and overseas parents
There is no requirement for directors or shareholders to live in the UK, and a UK company can be wholly owned by a foreign individual or company. Overseas founders can verify their identity through an Authorised Corporate Service Provider from any country.
Several issues need specific advice. Opening a UK bank account can be harder for non-resident founders. A company managed and controlled outside the UK may raise questions about tax residence. Founders who want to work in the UK need the right immigration permission, which incorporating a company does not provide. Foreign parent companies may also prefer to register a UK branch rather than a subsidiary; see our guide to registering an overseas company in the UK.
For founders from Bangladesh, our guide to setting up a UK company as a Bangladeshi founder covers foreign exchange approvals, banking and immigration in more detail.
Checklist: what to do next
- Decide whether a limited company is the right vehicle.
- Check the proposed name against the register and trade marks.
- Complete identity verification for every director and PSC.
- Agree share structure, articles and, if there are co-founders, a shareholders' agreement.
- Arrange an appropriate registered office address and a monitored registered email address.
- Choose SIC codes and register the company.
- Register for Corporation Tax, PAYE and, if required, VAT; open a business bank account.
- Diarise the first accounts, tax and confirmation statement deadlines.
TRW & Co's company formation and corporate lawyers in London advise founders, investors and international groups on how to set up a company in the UK, from structuring and constitutional documents to ongoing governance. To discuss your plans, contact our London office.
Frequently asked questions
01How long does it take to set up a company in the UK?
Online registration with Companies House is usually completed within 24 hours, provided the application is complete and every director has a Companies House personal code from identity verification. Postal applications take considerably longer. In practice, the preparation is what takes time: verifying identities, agreeing the share structure, drafting articles and a shareholders' agreement, and arranging a registered office. A simple single-founder company can be ready in days; a company with several founders or investors may take a few weeks.
02Can a foreign national set up a company in the UK?
Yes. There is no nationality or residence requirement for directors or shareholders of a UK private company, but the company must have an appropriate UK registered office address. Overseas directors and people with significant control must still verify their identity, which they can do through an Authorised Corporate Service Provider from any country. Incorporating a company does not give anyone the right to live or work in the UK, and non-resident founders may find opening a UK bank account harder.
03Do I need a solicitor to set up a company in the UK?
No. Anyone can register a company online with Companies House using the model articles. A solicitor adds value where there are several founders, outside investors, different share classes, a regulated business or an overseas parent. In those cases bespoke articles, a shareholders' agreement and structuring advice help avoid disputes and costly restructuring later. Many founders register themselves but take advice on the governance documents.
04What is a person with significant control?
A person with significant control, or PSC, is an individual who holds more than 25% of the shares or voting rights in a company, can appoint or remove a majority of the board, or otherwise has the right to exercise, or actually exercises, significant influence or control. Their details must be given when the company is registered and kept up to date on the public register. PSCs must also verify their identity with Companies House and provide their personal code within the applicable period.
05Can I use my home address as the registered office?
You can, if it is an appropriate address in the same UK jurisdiction as the company's registration, but it will appear on the public register. Many founders prefer to use the address of their accountant, solicitor or a formation agent, with permission, to keep their home address private. PO boxes are no longer acceptable. Directors' residential addresses are kept off the public register, but each director must provide a public service address.
06What do I need to do after the company is registered?
Open a business bank account, set up Corporation Tax, register for PAYE before the first payday if anyone will be paid through payroll, and register for VAT if taxable turnover exceeds the threshold or you choose to register voluntarily. Set up statutory registers and keep minutes and accounting records. Diarise key deadlines, including first accounts 21 months after incorporation and the confirmation statement after each twelve-month review period.
Sources and official materials
- Set up a private limited company (GOV.UK) — Official step-by-step guidance on names, officers, documents and registration
- Verifying your identity for Companies House (GOV.UK) — Who must verify, how, and the consequences of not verifying
- Companies Act 2006, section 9 — Contents of an application to register a company
- Economic Crime and Corporate Transparency Act 2023 — Reforms to Companies House, including identity verification
- Accounts and tax returns for private limited companies (GOV.UK) — Filing deadlines for accounts and Corporation Tax
- Register for VAT (GOV.UK) — VAT registration threshold and process
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.