How a UK company is formed — and what follows

Procedure

Forming the company is the easy part. Keeping it in good standing is the work.

There is no notary, no minimum capital and no deed. Companies House accepts the incorporation electronically, and the company exists from the moment it is registered.

That is why this page spends four paragraphs on the formation and the rest on what follows. Most companies that get into trouble do not fail at incorporation — they fail at the filings nobody diarised.

What we need from you

A name

We check the index at Companies House and tell you whether it is available, free of charge. Sensitive words need approval; we will say so before you commit to one.

The people

At least one director and one shareholder — the same person may be both. For each we need name, date of birth, nationality and a service address.

Identity documents

Directors and people with significant control must verify their identity. This is not our requirement; it follows from the Economic Crime and Corporate Transparency Act.

A registered office

An address in the UK where the registrar can reach the company. If you have none, ours is included from package M upwards.

What we do

We file the incorporation, draft the memorandum and articles, prepare the first board minutes and the share certificates, and set up the registered office and the statutory registers.

How quickly Companies House processes a filing is a matter for the registrar, not for us. What we can say is that nothing on our side waits: we file once the documents and the payment are in.

If the company is intended to trade in Austria, Germany, Switzerland or Liechtenstein, further steps follow — legalisation, an apostille and a certified translation, then registration of a branch abroad. Those belong to the country of the branch, and our German-language sites set them out. They are not part of forming a company here.

What comes back every year

This is the part that surprises people who have only formed a company, never run one.

  • Confirmation statementOnce a year, confirming that the registered details are still correct. It replaced the annual return in June 2016 — anyone still calling it that is working from an old script.
  • Annual accountsTo Companies House, and a copy with the corporation tax return to HMRC. The first set is due 21 months after incorporation; after that, nine months from the accounting reference date.
  • Corporation taxThe main rate is 25 per cent. Below £50,000 of profit the small profits rate of 19 per cent applies, with marginal relief in between. The return is separate from the accounts, even though both cover the same year.
  • PSC registerPeople with significant control must be recorded and kept current. A change is reportable, not something to fix at the next confirmation statement.
  • Changes to officers or addressReportable within set periods. Missing them is what usually puts a company out of step with the register.

Late filing carries a civil penalty that increases with delay. It is not, as is sometimes claimed, a criminal matter in the first instance — but persistent failure can lead to the company being struck off.

What it costs

PackageWhat is includedOur fee
MFormation, registered office and a compliance service package for twelve months580,-
LAs M, with certified formation documents — prepared for registering a branch abroad1.250,-

In euros, net. Companies House charges its own fee for the filing, which is not ours and is shown separately. A package S exists at 180 euros; it does not include a registered office, and a company the registrar cannot reach is rarely what anyone actually needs. All amounts appear in the order form and on the price list.

Already have a company that has fallen behind?

Then formation is not your question. We take over the filings for existing companies, clear what is outstanding and keep the dates from there — see service takeover, from 420 euros.

If the company has already been struck off, it can often be brought back. That is a different procedure, set out under restore a company.

Which form suits the plan?

A private company limited by shares is the usual answer, but not the only one. The company types page sets out UK Ltd, PLC, LLP and the Irish forms side by side.

We form companies and prepare what is needed for them. Legal and tax advice on a particular plan is a matter for a solicitor or an accountant — we neither may nor wish to give it.