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Registering a company – Step-by-step legal guide for new businesses

Registering a company – Step-by-step legal guide for new businesses

Registering a limited company is the essential first step in establishing your business legally in the UK. Whether you’re launching a tech start-up, opening a shop, or offering professional services, getting this right from the beginning can save you time, money, and stress later.

Registering a company with Companies House gives your business a legal identity separate from your personal one. This distinction is vital for liability protection, tax, branding, and long-term growth. Limited companies are the most common legal structure in the UK for those seeking limited liability and a more formal business image.

Step-by-step guide to registering a company

1. Choose a company structure

In the UK, the main business structures include:

  • Sole trader – An individual who owns and operates their business. These are simple to set up, but there is no separation between you and the business.
  • Partnership – A business relationship between two or more people with a view to making a profit.
  • Private limited company – This is a separate legal entity from its owners and is the most common choice for new small and medium enterprises (or SMEs). These can either be limited by shares or by guarantee.

This guide focuses on private companies limited by shares, which are registered with Companies House.

2. Decide on a company name

Check that your desired name:

  • Is unique and not already taken (use Companies House name checker).
  • Doesn’t contain sensitive words or requires permission.
  • Ends with “Ltd” or “Limited” unless exempt.

3. Choose your company address

Your registered office address must be:

  • A physical UK address.
  • Where official communications can be sent.
  • Publicly available on the Companies House register.
  • You also need to provide a registered email address.

4. Appoint Directors and, if required, a Company Secretary

Requirements include:

  • At least one director who consents to act, is over 16 and is not disqualified from acting as a director.
  • Company secretaries are optional for private companies but can be useful to have someone in charge of filing and governance requirements.
  • Directors’ personal information (name, DOB, nationality) must be submitted.

5. Allocate shares and shareholders

You’ll need to:

  • Issue at least one share to at least one shareholder.
  • Define share structure (e.g., ordinary, preference, alphabet).
  • Provide a statement of capital and shareholder details.

6. Choosing Articles of Association

The articles of association are essentially the rulebook of the company, governing its operation. They include the rules for running the business and also the roles and powers of directors and shareholders.

A company can be incorporated with the Model Articles – these are the government standard form of articles. Alternatively, you may choose to have a bespoke set of articles if there is something specific you want e.g. different classes of shares to establish different share rights, or specific decision-making procedures, and tailor them to your company.

7. Register with Companies House

You can register:

  • Online via the GOV.UK platform.
  • By post (Form IN01).
  • Using an agent or solicitor.

The standard fee for online registration is £50 and for paper registration is £71. It typically takes 24 hours for your company to be registered.

8. Register for Corporation Tax with HMRC

Once registered, you must inform HMRC within 3 months that your company is active for Corporation Tax purposes. You’ll need:

  • Your Company Registration Number (CRN).
  • Date you started trading.
  • SIC code (business activity).

What is a SIC Code?

A Standard Industrial Classification (SIC) code is a five-digit code that categorises your company’s economic activity. You must include at least one when registering. Example: 62020 for IT consultancy activities.

Expert Insights

“Registering a private limited company can be a smart move for a number of reasons. It creates a separate legal entity, which means your personal assets are protected if the business runs into financial difficulty. It also brings structure and clarity to how the business is owned and managed, which can be really helpful as the business grows or takes on new shareholders. For many small businesses and start-ups, it’s a solid foundation to build on.” Fosters Solicitors’ Business & Commercial team.

Our Business & Commercial team provides effective and pragmatic commercial advice to businesses of all types and sizes, from innovative start ups to established FTSE 250 companies.

Contact us for more information.

Benefits and drawbacks of registering a company

Benefits Drawbacks
Limited liability protection, meaning personal finances and assets are protected if the company is in financial difficult. More complex legal and tax requirements.
Separate legal entity – the company can enter into contracts and own assets. Can be a lengthy process to dissolve or liquidate the company.
Improved professional image. Public disclosure of company details, such as details of the directors and annual accounts.
Access to funding and investment, for example offering new shares in exchange for investment. Ongoing filing obligations, including strict deadlines and the potential for fines or penalties if these are not met.

Future outlook: Evolving compliance requirements

The Economic Crime and Corporate Transparency Act (ECCTA) was introduced in 2024 and gives Companies House enhanced regulatory and checking powers, to ensure companies are lawfully operated and up to date. Continuing into 2025 and 2026, Companies House will begin enforcing more stringent identity checks under ECCTA. New and existing companies will need to verify directors’ and shareholders’ identities. Make sure you stay informed about these changes.

Frequently Asked Questions

What is a company registration number?

A company registration number (CRN) is a unique 8-character code assigned by Companies House upon incorporation.

How long does it take to register a company?

Online registration typically takes 24 hours, while postal applications can take 8 to 10 days.

Do I need a business bank account to register a company?

No, but you will need one shortly after registration to manage finances properly and separate personal and business funds.

Can I register a company myself or do I need a solicitor?

You can register it yourself online, but using a solicitor ensures legal documents like the articles of association are properly prepared and advise on shareholding arrangements to help protect your interests.

Is a registered address the same as a trading address?

No, the registered office is for official correspondence and may differ from where you conduct business activities.

 

This article was produced on the 2nd June 2025 for information purposes only and should not be construed or relied upon as specific legal advice.

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