How to Register a Company in the UK: Complete Guide 2026

Last verified: 2026-05-02 Reading time: 18 minutes For: Founders, freelancers, overseas residents, and small-business owners forming a UK private company limited by shares (Ltd) in 2026.

Registering a company in the United Kingdom is one of the fastest, cheapest, and most-used company formation procedures in the world. A private company limited by shares (Ltd) can be incorporated digitally with Companies House in as little as 24 hours, with a £100 statutory fee, and no minimum capital requirement. There is no nationality or residency requirement for directors or shareholders.

But “fast and cheap” does not mean “do whatever you like”. Since 2024, two waves of reform — the Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) and a new statutory fee schedule effective 1 February 2026 — have changed the rules in ways that catch out unwary founders. Identity verification is now mandatory for every director and PSC (Person with Significant Control). PO Boxes are no longer permitted as the registered office. Same-as name rules are stricter than they look.

This guide explains, in plain English with all statutory references, exactly how to register a UK private limited company in 2026 — from choosing a name through to filing your first confirmation statement.

Quick Answer (TL;DR)

• Cost: £100 digital filing fee at Companies House (effective 1 February 2026), payable directly to the registrar.
• Time: Typically 24 hours for digital filings; same-day available for £150.
• Minimum capital: None. Most start-ups issue 1–100 ordinary shares of £0.01 to £1.00 each.
• Directors: At least one natural person aged 16+ (no UK residency required). Identity verification mandatory under ECCTA 2023.
• Registered office: Must be a UK address where post is genuinely received and acknowledged. PO Boxes prohibited since 4 March 2024.
• Documents required: Memorandum of association (s.8), application for registration / IN01 (s.9), statement of compliance (s.13). All generated automatically by Companies House Web Filing.

Table of Contents

1. What is a UK Limited Company?
2. Legal Foundation: The Companies Act 2006 and ECCTA 2023
3. Required Documents and Information
4. Step-by-Step Registration Process
5. Costs and Timeline
6. Common Mistakes (Gyoseishoshi View)
7. After Incorporation — The First 30 Days
8. FAQ — 10 Questions Founders Actually Ask
9. Conclusion

1. What is a UK Limited Company?

A private company limited by shares (“Ltd”) is the most common business vehicle in the United Kingdom. It is a separate legal person, distinct from its owners and directors, with limited liability — shareholders are liable only up to the unpaid amount on their shares.

Under Companies Act 2006, s.3(1)(a) and s.4(1), a private company limited by shares has these features:

• A separate legal personality (it can sue, be sued, hold property, enter contracts in its own name)
• Limited liability for members (shareholders)
• Required share capital, but no minimum amount
• The suffix “Limited” or “Ltd” (or Welsh equivalents “Cyfyngedig”/“Cyf” under s.58)

Under Companies Act 2006, s.3 there are also private companies limited by guarantee, private unlimited companies, and public limited companies (PLCs). PLCs require a minimum nominal capital of £50,000 with at least 25% paid up — they are used for businesses that intend to offer shares to the public.

This guide covers the private Ltd. It is the right structure for the overwhelming majority of UK start-ups, freelancer businesses, family companies, holding companies, and SMEs.

Why a Limited Company Rather Than a Sole Trader?

• Liability protection — your personal assets are insulated from business debts (with limited exceptions for fraudulent or wrongful trading)
• Credibility — counterparties, banks, and investors take limited companies more seriously than sole traders
• Tax flexibility — corporation tax (currently 19% small profits rate / 25% main rate, depending on profits) plus dividends, versus income tax + Class 4 NIC for sole traders
• Investment readiness — the Ltd is the only vehicle that can issue equity, accept SEIS/EIS investment, and grant EMI options to employees

2. Legal Foundation: The Companies Act 2006 and ECCTA 2023

The Companies Act 2006 — The Core Statute

Company formation in the UK is governed primarily by the Companies Act 2006 (full text on legislation.gov.uk). With 1,300 sections it is the longest Act ever passed by Parliament. The provisions on incorporation are in Part 2 (sections 7–16).

The Act applies uniformly across England & Wales, Scotland, and Northern Ireland, but a company is registered in one specific jurisdiction stated in its application (Companies Act 2006, s.9(2)(b)).

Companies House — The Registrar

Companies House is the executive agency of the Department for Business and Trade that maintains the statutory register of UK companies. It operates under s.1060 of the Companies Act 2006.

• Companies House services hub: https://www.gov.uk/government/organisations/companies-house
• Public register search: https://find-and-update.company-information.service.gov.uk/

The 2023 Reform — ECCTA

The Economic Crime and Corporate Transparency Act 2023 (full text) introduced the most significant reform of the UK companies register since 2006. It transformed Companies House from a passive register into an active gatekeeper. Reforms in force or being phased in through 2026–2027:

1. Mandatory identity verification for all directors, PSCs, and presenters — verified through GOV.UK One Login or via an Authorised Corporate Service Provider (ACSP).
2. Stricter rules on registered office addresses — PO Boxes and unmanned addresses no longer permitted as the registered office. The address must be one where post is genuinely received and acknowledged (s.86 as amended).
3. Power to query, reject, and remove information from the register — Companies House can now demand corrections and strike misleading information.
4. Increased fees to fund the new compliance regime (effective 1 February 2026 — see §5).

The full transition timetable is published at https://www.gov.uk/government/news/companies-house-fees-are-changing-from-1-february-2026 and identity verification guidance at https://www.gov.uk/guidance/identity-verification-at-companies-house.

Who Can Form a Company

Under Companies Act 2006, s.7(1): “a company is formed under this Act by one or more persons (a) subscribing their names to a memorandum of association (in accordance with section 8), and (b) complying with the requirements of this Act as to registration (sections 9 to 13).”

There is no nationality or residency requirement for subscribers, directors, or PSCs of a UK private limited company. A company can be formed by:

• A single individual aged 16 or over (Companies Act 2006, s.157 — minimum age for a director)
• An individual resident anywhere in the world
• One or more corporate bodies (UK or overseas)

Under s.155, at least one director of every company must be a natural person — but otherwise companies may have any number of directors, including only one.

3. Required Documents and Information

Section 9 of the Companies Act 2006 sets out exactly what must be delivered to the registrar to form a company. Three documents are required:

1. Memorandum of association (s.9(1)(a))
2. Application for registration (the IN01 information set, s.9(1)(b))
3. Statement of compliance (s.13)

In practice, when filing online via Companies House Web Filing, these three documents are generated automatically from the data you enter in a single online form. You do not separately upload three files.

3-1. Memorandum of Association (s.8)

Since 1 October 2009 the memorandum is a brief subscriber declaration. It states that the subscribers wish to form a company and agree to take at least one share each. The prescribed form is set by the Companies (Registration) Regulations 2008 (SI 2008/3014).

Object clauses (which were a feature of pre-2006 memoranda) have moved to the articles of association if needed at all. Companies Act 2006, s.31 gives every modern company unrestricted objects unless the articles state otherwise.

3-2. Application for Registration (IN01) (s.9)

The IN01 collects the data Companies House needs to register the company. The required items are listed in s.9(2)–(5):

3-3. Articles of Association

The articles are the company’s internal rulebook. Under Companies Act 2006, s.17, “a company’s constitution includes the company’s articles”. Articles bind the company and its members as a contract under s.33.

Three options:

1. Model articles (default) — prescribed by the Companies (Model Articles) Regulations 2008 (SI 2008/3229), Schedule 1 for private companies limited by shares
2. Modified model articles — model articles with specific provisions added, removed, or replaced
3. Bespoke articles — wholly drafted articles

If you do not file articles with your application, the model articles apply by default (s.20). Government guidance: https://www.gov.uk/guidance/model-articles-of-association-for-limited-companies.

The model articles for a private Ltd are intentionally short — 53 articles covering directors’ powers, share rights, transfers, general meetings, dividends, and member communications.

3-4. PSC Information (Part 21A)

The Register of People with Significant Control is one of the most error-prone parts of UK incorporation. A person is a PSC if they meet any one of five conditions in Schedule 1A of the Companies Act 2006:

PSC information must be included in the application for registration. Government guidance is at https://www.gov.uk/government/publications/guidance-to-the-people-with-significant-control-requirements-for-companies-and-limited-liability-partnerships and statutory guidance on Condition 4 at https://www.gov.uk/government/publications/guidance-on-the-meaning-of-significant-influence-or-control-over-companies-in-the-context-of-the-register-of-people-with-significant-control.

3-5. Statement of Capital (s.10)

The statement of capital required by Companies Act 2006, s.10 must specify:

• The total number of shares to be taken by subscribers on formation
• The aggregate nominal value of those shares
• For each class: prescribed particulars of rights, total number, aggregate nominal value
• Amount paid up and any unpaid amount on each share

For most start-ups, a single class of ordinary £1 shares (or £0.01 shares for finer cap-table flexibility) is the default.

4. Step-by-Step Registration Process

Step 1 — Choose and Check a Name (Companies Act 2006, ss.53–85)

Before getting attached to a name, run the WebCHeck name availability check at https://find-and-update.company-information.service.gov.uk/company-name-availability.

Three categories of prohibition:

• Same-as another company on the register (s.66) — punctuation, “Ltd”/“Limited” suffixes, ”&”/“and”, and certain particles are disregarded. “Northwood Ltd” is the same as “North-Wood Limited”.
• Sensitive words (ss.54–55) — words like “British”, “Royal”, “Bank”, “Insurance”, “Chartered” require approval from the relevant authority. See guidance at https://www.gov.uk/government/publications/incorporation-and-names.
• Offensive or misleading — Companies House may refuse on these grounds.

Have two or three alternatives ready when you submit.

Step 2 — Decide on the Registered Office (Companies Act 2006, s.86)

Since the ECCTA 2023 amendment, the registered office must be:

• A UK physical address (PO Boxes prohibited since 4 March 2024)
• An “appropriate address” where post would, in the ordinary course, come to the attention of someone acting for the company
• Where delivery can be acknowledged

Options:

• Founder’s home address (publicly listed — privacy implications)
• Co-working space (with written permission)
• Registered office service provider (£30–£100/year — must physically open and forward post)

You also need a registered email address under s.88A (inserted by ECCTA 2023).

Step 3 — Decide on Directors (s.155, s.157)

For each director, collect:

• Full name
• Date of birth
• Nationality
• Occupation
• Residential address (held by Companies House but kept private under s.165)
• Service address (publicly listed — can be the registered office)

Every director’s identity must be verified through GOV.UK One Login or via an ACSP under the ECCTA 2023 phased rollout in 2026.

Step 4 — Identify All PSCs (Part 21A and Schedule 1A)

Apply each of the five conditions to every subscriber and any other person who may control the company. Look up holding-company chains to the ultimate natural-person beneficial owner. Skipping the chain is the single most common reason Companies House queries an application under the new ECCTA 2023 powers.

Record for each PSC: full name, month and year of birth, nationality, country of usual residence, service address, the date they became a PSC, and which condition(s) they meet.

Step 5 — Decide on Share Capital and Subscribers (s.10)

Most start-ups choose 1 to 100 ordinary shares of £0.01 to £1.00 each. The total nominal value paid up is the company’s practical capital floor. There is no minimum capital for a private company.

A typical solo founder structure: 100 ordinary £0.01 shares, all to founder, all paid up = £1.00 issued capital.

A typical 50/50 co-founder structure: 100 ordinary £1 shares, 50 to each founder, all paid up = £100 issued capital.

Step 6 — Decide on Articles (s.17, s.20)

• Solo founder: Model articles in full are usually sufficient.
• Two or more shareholders: Strongly consider modifying the model articles to add pre-emption rights on share transfers (so neither shareholder can transfer to a third party without first offering shares to the other), tag-along/drag-along rights, and a deadlock-resolution mechanism.
• Investor protections: Bespoke articles often required where investors expect specific share classes (Series A preferred, etc.).

Step 7 — Submit via Companies House Web Filing

Use the digital filing service:

• Register your company (entry hub): https://www.gov.uk/limited-company-formation/register-your-company
• Web Filing service: https://www.gov.uk/file-your-company-information

The form composes the memorandum, IN01, and statement of compliance from your structured input. Pay the £100 digital filing fee.

Step 8 — Receive the Certificate of Incorporation (s.15)

On approval, Companies House issues a Certificate of Incorporation (s.15(1)) which is “conclusive evidence that the requirements of this Act as to registration have been complied with” (s.15(4)). The company’s existence dates from the date stated on the certificate (s.16(2)). You also receive an 8-digit company number as the company’s permanent unique identifier.

For most digital filings, the certificate arrives within 24 hours during working time — often within hours.

5. Costs and Timeline

Companies House Statutory Fees (Effective 1 February 2026)

Source: https://www.gov.uk/government/news/companies-house-fees-are-changing-from-1-february-2026

These fees are payable directly to Companies House. They are statutory, fixed, and do not include any third-party document preparation cost.

Other Likely Costs

Timeline

For most digital cases, the realistic time-to-incorporation is one working day.

6. Common Mistakes (Gyoseishoshi View)

After preparing hundreds of UK incorporations, the same handful of mistakes appear repeatedly. Get these right and you will sail through.

6-1. Same-As Name Rejection

Symptom: Application rejected at the name check stage even though the name “looks different”.

Section 66 disregards Ltd/Limited suffixes, ”&”/“and”, ”+”/“plus”, certain punctuation, and accents. “Acme Solutions Ltd” and “AcmeSolutions Limited” are treated as identical. Always run the WebCHeck check before getting attached to a name — and always have two or three alternatives ready.

6-2. Sensitive Words Without Permission

Symptom: Rejection at name check (e.g. “British”, “Royal”, “Insurance”, “Bank”, “Chartered”).

Sections 54–55 restrict these words without consent of the relevant authority. Search the sensitive words list at https://www.gov.uk/government/publications/incorporation-and-names and obtain the relevant approval letter before submitting.

6-3. Incorrect PSC Identification

Symptom: Application accepted, but PSC information later corrected by Companies House under ECCTA 2023 query powers — with possible criminal liability for false statements under s.13(2).

Misapplication of Schedule 1A conditions is the most common error — particularly where shares are held through nominees, trusts, or holding companies. Where shares are held by another company, that company is a “Relevant Legal Entity” (RLE) only if it satisfies stringent transparency criteria; otherwise the analysis must extend up the chain to the ultimate natural-person beneficial owner.

Avoidance: Apply each of the five conditions to each individual at every level. Consult statutory guidance on Condition 4 (https://www.gov.uk/government/publications/guidance-on-the-meaning-of-significant-influence-or-control-over-companies-in-the-context-of-the-register-of-people-with-significant-control).

6-4. Unlawful Registered Office Address

Symptom: Companies House queries the address; the registered office is removed and replaced with a default address.

Use of a PO Box, a virtual address with no physical correspondence handling, or a third-party address used without consent — all in breach of s.86 as amended by ECCTA 2023.

Avoidance: Use an address where post is genuinely received and acknowledged. If using an agent, ensure a written agreement and that the agent physically opens, scans, and forwards mail.

6-5. Failing to Adopt Suitable Articles for Multi-Founder Companies

Symptom: Internal disputes after incorporation — particularly around share transfers and deadlock — where the model articles produce an undesirable result.

Adopting model articles by default in a 50/50 company can create structural deadlock: at board level there is no tie-breaker under model article 13, and at member level special resolutions need 75% under s.281(3).

Avoidance: Where two or more unrelated shareholders are involved, modify the model articles for: (a) pre-emption rights on share transfers (model articles permit transfers with directors’ consent, which means no clear exit path in a deadlocked company), (b) tag-along/drag-along rights for exits, and (c) a deadlock-resolution clause (chair’s casting vote, third director, or shotgun clause). A separate shareholders’ agreement alongside the articles is best practice for any multi-founder company.

6-6. Forgetting Post-Incorporation Filings

Symptom: Late filing penalties; striking-off threats from Companies House.

The two big ongoing deadlines:

• Confirmation statement under s.853A — first one due 12 months + 14 days after incorporation, then annually
• Annual accounts under s.441 — first set due 21 months after incorporation, then 9 months from the accounting reference date

Set these in the founder’s calendar on incorporation day. Late-filing penalties accrue automatically; there is no warning grace period.

6-7. Not Setting Up a UK Bank Account in Time

Symptom: Issued shares cannot be paid up; trading delayed.

UK banks require all directors and PSCs to have completed identity verification, and many require directors to be UK residents to open a business account. Non-resident founders should select a fintech alternative (Tide, Wise Business, Revolut Business) early.

Avoidance: Begin bank account application within 7 days of incorporation. Have proof of address, ID, and Certificate of Incorporation ready.

7. After Incorporation — The First 30 Days

Day 0 to Day 30 Timeline

Statutory Registers — Held by the Company

These registers are kept by the company itself, not at Companies House:

• Register of members (s.113)
• Register of directors (s.162) and register of directors’ residential addresses (s.165)
• Register of PSCs (s.790M)
• Register of allotments and transfers

The PSC register is publicly inspectable on request. The register of members must be available for inspection at the registered office or SAIL (Single Alternative Inspection Location).

Tax Registrations

HMRC business and tax services hub: https://www.gov.uk/topic/business-tax. Register for Corporation Tax at https://www.gov.uk/log-in-register-hmrc-online-services. VAT registration at https://www.gov.uk/vat-registration.

Ongoing Annual Obligations

8. FAQ — 10 Questions Founders Actually Ask

Q1. Do I really need a UK address to be a director?

No. The Companies Act 2006 has no nationality or residency requirement for directors. Section 157 only requires that a natural person director be at least 16 years old. The company itself must have a UK registered office under s.86, but the director’s residential address can be anywhere in the world.

Q2. Does identity verification under ECCTA 2023 require being in the UK?

It does not. Identity verification is conducted via GOV.UK One Login, which accepts non-UK passports through the digital verification flow. The director can complete it from overseas. If facial-match technology fails with non-UK identity documents, the alternative is verification via an Authorised Corporate Service Provider (ACSP) in the UK.

Q3. What is the difference between the memorandum and the articles of association?

• The memorandum is the founding document — a one-page subscriber declaration under s.8 saying “we wish to form this company”.
• The articles are the rulebook — the company’s internal constitution under sections 17–38.

Since 1 October 2009, the memorandum is just the birth-certificate signature page. The articles are where 99% of operational rules live.

Q4. PSC — where do founders go wrong most often?

Holding-company chains. If shares in the new company are held by another company that is itself not a UK-listed RLE, you must look up the chain to the natural person who ultimately controls. The five Schedule 1A conditions apply to the natural person at the top, and that person must be named as the PSC. Skipping the chain is the single most common ECCTA 2023 query trigger.

Q5. What if no one meets any PSC condition — for example, a 4-way equal split with 25% each?

Under Schedule 1A paragraph 2, none of the four are PSCs by Condition 1 (which requires more than 25%, not 25% or more). However, you must apply Condition 4 — “significant influence or control” — separately. If all four shareholders are also directors and act as a board, no individual would be a PSC unless they have a casting vote or other control mechanism. The PSC register may then record “the company knows or has reasonable cause to believe that there is no registrable person” under s.790K(5)(d).

Q6. Same-day vs standard incorporation — when is the £150 same-day fee worth it?

Rarely. The standard digital service typically returns the certificate within 24 hours, often within hours. The same-day premium is worth paying only if (a) a contract has a hard deadline that requires the company to exist by a specified date, (b) a bank appointment is conditional on the certificate being in hand, or (c) a property purchase is exchanging that day. Otherwise, the £50 saving on the standard fee is usually the better choice.

Q7. Why was my company name rejected?

Most likely a same-as rejection under s.66. Punctuation, suffixes, ”&” vs “and”, and certain particles are disregarded — the same-as rules are more aggressive than they look. Always run the WebCHeck check before submitting and have alternatives ready.

Q8. Do I need a company secretary?

A private company need not have a company secretary (s.270). If you appoint one, particulars must be filed under s.276. For most start-ups, no secretary is the simpler choice.

Q9. What is the deadline calendar for the first year?

Three dates:

1. First confirmation statement — 12 months + 14 days from incorporation
2. First annual accounts — 21 months from incorporation
3. First Corporation Tax notification — 3 months from becoming “active” (usually starting to trade)

Set those in the calendar on incorporation day. There is no warning grace period.

Q10. How does this guide compare to the rest of Europe?

UK Ltd incorporation is among the fastest and cheapest company formations in the developed world — £100 fee, 24 hours, no minimum capital, fully digital, no notary required. Compare this to Germany’s GmbH (€25,000 minimum capital, notary required) or France’s SAS/SARL (notary not required but more procedural). The UK Ltd is, in practice, the default vehicle for many international start-ups even where the operating presence is elsewhere — though tax residence (CTA 2009, s.14: incorporation = UK tax residence) needs careful planning.

9. Conclusion

Forming a UK private limited company in 2026 is a digital, low-cost, well-designed process — but the post-ECCTA 2023 environment demands more discipline than the pre-2024 process did. Identity verification, registered-office address quality, PSC chains, and articles for multi-founder companies are the four areas where founders most often slip.

If you get the documents right at the front, the rest of the year is clean. If you get them wrong, you will be paying for the mistake for years.

The Companies Act 2006 is the longest Act in UK statute book history — but the formation provisions in Part 2 are tractable for any founder willing to take 30 minutes to read this guide and another 30 to fill in Web Filing. With model articles and a clean cap table, your UK Ltd can be live by tomorrow.

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Disclaimer

This article provides legal information, not legal advice. MmowW Scrib🐮 is a document preparation service operated by a licensed Gyoseishoshi (行政書士) office in Japan. We are not UK solicitors, barristers, attorneys, formation agents, ACSPs, Certificate Providers, or filing agents. Users file in their own name through Companies House Web Filing. Statutory fees are payable directly to Companies House. For complex legal questions, consult a qualified UK legal professional.

Sources

Primary Statutes (legislation.gov.uk)

1. Companies Act 2006: https://www.legislation.gov.uk/ukpga/2006/46/contents
2. Companies (Model Articles) Regulations 2008 (SI 2008/3229): https://www.legislation.gov.uk/uksi/2008/3229/contents/made
3. Companies (Registration) Regulations 2008 (SI 2008/3014): https://www.legislation.gov.uk/uksi/2008/3014/contents/made
4. Small Business, Enterprise and Employment Act 2015 (PSC regime): https://www.legislation.gov.uk/ukpga/2015/26/contents
5. Economic Crime and Corporate Transparency Act 2023: https://www.legislation.gov.uk/ukpga/2023/56/contents

Companies House — Service & Guidance

6. Companies House (overview): https://www.gov.uk/government/organisations/companies-house
7. Public register search: https://find-and-update.company-information.service.gov.uk/
8. Name availability check: https://find-and-update.company-information.service.gov.uk/company-name-availability
9. Set up a private limited company: https://www.gov.uk/limited-company-formation
10. Register your company (Web Filing entry): https://www.gov.uk/limited-company-formation/register-your-company
11. File your company information: https://www.gov.uk/file-your-company-information
12. Set up your company for Corporation Tax: https://www.gov.uk/limited-company-formation/set-up-your-company-for-corporation-tax

Companies House — Reform & Fees

13. Companies House fees changes from 1 February 2026: https://www.gov.uk/government/news/companies-house-fees-are-changing-from-1-february-2026
14. Identity verification at Companies House: https://www.gov.uk/guidance/identity-verification-at-companies-house
15. Changes to UK company law (ECCTA campaign): https://changestoukcompanylaw.campaign.gov.uk/

Names — Sensitive Words & Approvals

16. Incorporation and names guidance: https://www.gov.uk/government/publications/incorporation-and-names

PSC Regime

17. PSC summary guide for companies: https://www.gov.uk/government/publications/guidance-to-the-people-with-significant-control-requirements-for-companies-and-limited-liability-partnerships
18. Statutory guidance on Condition 4 (significant influence or control): https://www.gov.uk/government/publications/guidance-on-the-meaning-of-significant-influence-or-control-over-companies-in-the-context-of-the-register-of-people-with-significant-control

Model Articles

19. Model articles of association for limited companies: https://www.gov.uk/guidance/model-articles-of-association-for-limited-companies

HMRC — Tax Registrations

20. Business and self-employed taxes: https://www.gov.uk/topic/business-tax
21. Register for Corporation Tax: https://www.gov.uk/log-in-register-hmrc-online-services
22. VAT registration: https://www.gov.uk/vat-registration