Company Incorporation in UK

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Choose a Business Name:

The first step in incorporating a company in the UK is to choose a business name. The name must be unique and not already in use by another company. You can check the availability of your desired name by visiting the website of the Secretary of State in the state where you plan to incorporate one. Your name must usually end in either ‘Limited’ or ‘Ltd’.

Choose a State to Incorporate In:

Unlike the US, there is no concept of states in the UK. Instead, you can choose to incorporate your company in England, Wales, Scotland, or Northern Ireland.

File Articles of Association:

The Articles of Association is a legal document that establishes the existence of your company. It includes information such as the name of the company, the purpose of the company, the number of shares of stock, and the names and addresses of the initial directors. The filing fee for the Articles of Association varies by state, but it typically ranges from £10 to £40.

Company Address:

The address must be:

a physical address in the UK
in the same country your company is registered in

If you do not want your address to be publicly available (for example, if it’s your home or someone else lives there) you can either:

use a different address, such as the address of the person who will manage your Corporation Tax – you must get their permission first
Appoint an agent who will give you an address to use

Appoint a Registered Agent:

A registered agent is a person or company that is authorized to receive legal documents on behalf of your company. The registered agent must have a physical address in the state where your company is incorporated. You can hire a registered agent service or act as your own registered agent.

Name principal business activity:

To identify what your principal business activity is, Companies House use what’s known as a SIC code, or Standard Industrial Classification code. This is a unique sequence of five numbers representing a specific economic activity.

When you register your business, you must provide at least one SIC code to describe the type of trade carried out by your company. If your business is varied or complex, you can use up to four SIC codes.

People with significant control:

A person with significant control (PSC) is a person who owns or controls your company. A frequent term for a PSC is a ‘beneficial owner’.

When you incorporate, you must let Companies House know who your PSCs are. If this changes, you must let Companies House know.

Obtain an Employer Identification Number (EIN):

An EIN is a unique nine-digit number that is assigned to your company by the Internal Revenue Service (IRS). You will need an EIN to open a bank account, hire employees, and file taxes. You can obtain an EIN for free from the IRS.

Draft Corporate Bylaws:

Corporate bylaws are the rules and regulations that govern the operation of your company. They include information such as the duties of the directors and officers, the procedures for holding meetings, and the process for amending the bylaws.

Issue Stock Certificates:

If your company will have multiple shareholders, you will need to issue stock certificates to each shareholder. The stock certificates represent ownership in the company.

Documents Required:

1. Application to register a company (form IN01):

This form is sent to Companies House — the statutory body in the UK that incorporates businesses. The form should be sent alongside the appropriate fee. The standard fee for electronic filing is £12 (and £27 for community interest companies).

2. Memorandum of association:

A legal document signed by directors, shareholders and guarantors formally agreeing to the articles of association. Companies House will generate this for you.

3. Articles of association:

The constitution of your business. This document outlines the roles and responsibilities of your company directors and shareholders and how daily affairs will be conducted. You can also simply adopt model articles (provided by the government) in their entirety.

4. Additional information:

If your application includes a sensitive word or expression, the government must first approve it. There is a list of these terms on .gov. Usually, it’s if your name suggests some sort of official or charity connotation.