The UK Limited in detail
A UK Limited is quick to form, needs no minimum capital and files a modest amount of paperwork each year. What it no longer does is open the door to the European Union.
That last point changed in 2020 and it still catches people out. If your customers sit in Dublin, Frankfurt or Vienna, read the next section before you read the prices.
This page covers one company form in depth: where it stands legally, what speaks for and against it, and what has to reach Companies House and HMRC every year. If you would rather see all the forms side by side, that is on company types.
- No minimum share capital
- Formation with registered office from EUR 580 net
- Annual filings handled for a fixed fee
- Irish company available for EU market access
All amounts on this page are net prices in euro. We do not quote in pounds: there is no rate behind it, and a converted figure would be wrong by tomorrow. The full list is on prices.
Where the company stands since Brexit
For twenty years the argument for the UK Limited on the continent rested on one thing: freedom of establishment under EU law. A company formed in one member state could trade from another, and the courts of that other state had to recognise it as a company.
That principle came from a line of European Court of Justice rulings, Centros in 1999, Ueberseering in 2002 and Inspire Art in 2003. It is why a British company could run its entire business from Vienna or Frankfurt and still be treated as a limited company there.
Since the United Kingdom left the European Union, that principle no longer applies to British companies. Where a UK company has its central administration in an EU member state, the courts of that state may apply their own company law to it. German courts have done exactly that, treating such companies as partnerships and holding the people behind them personally liable.
Two things follow, and they pull in different directions.
If your business is in the United Kingdom, nothing has changed. A UK Limited run from the UK is a UK Limited. The Brexit question does not arise, and the rest of this page applies without qualification.
If your business is in the European Union, the Irish company is the safer route. Ireland is a member state, its companies still enjoy freedom of establishment, and an Irish Ltd is otherwise very close to the British one. We form both.
Registering a branch abroad remains possible for a British company; that is open to companies from outside the EU as well. What changed is recognition as a limited company where the whole administration sits in one member state. Whether that affects you is a question for a solicitor in the country concerned, and it belongs before the formation, not after.
What speaks for it and what against
Both lists are worth reading. An advantage that does not apply to you is worthless, and a drawback you know about in advance is usually manageable.
| In favour | What it means in practice |
|---|---|
| No minimum share capital | The law sets no floor. A nominal GBP 1,000 is the usual figure, and it does not have to be paid up before the company can trade. Compare that with EUR 25,000 for a German GmbH. |
| Liability limited to the company | Shareholders answer for the amount unpaid on their shares, not for the company's debts. Directors who trade on while insolvent are a separate matter, and that exception is a real one. |
| Formed without a notary | Incorporation and later share transfers are done in writing. No deed is required, which is where much of the cost difference to a German or Austrian company comes from. |
| Light administration | A confirmation statement and a set of accounts each year. Small companies file abridged accounts and are usually exempt from audit. |
| Small profits rate of corporation tax | Profits up to GBP 50,000 are taxed at 19 per cent. Above GBP 250,000 the main rate of 25 per cent applies, with marginal relief in between. |
| Against | What it means in practice |
|---|---|
| No EU freedom of establishment | The point above. For a business centred in the European Union this is the heaviest item on either list, and no package can fix it. |
| Everything is public | Directors, shareholders, persons with significant control and the accounts are all on the Companies House register, free to search. That is deliberate, but it surprises people. |
| Post goes to the registered office | Companies House and HMRC write to the registered address in the UK. Someone has to open that post and act on it. Our service packages include this. |
| Filing deadlines carry penalties | Late accounts bring an automatic penalty that doubles if you are late two years running. Persistent failure can end in the company being struck off. |
| Two sets of rules to follow | If the company trades outside the UK, it answers to UK company law and to the tax rules where it operates. That needs an accountant who knows both. |
We have left out two claims that used to appear here. One promised relief from compulsory pension insurance in Germany; that is a social security question and not ours to answer. The other called UK corporation tax inexpensive, which stopped being true when the main rate rose to 25 per cent in April 2023.
What you must file every year
The obligations are not heavy, but they are fixed dates rather than good intentions. This is where a dormant company most often runs into trouble.
- Confirmation statementAt least once every twelve months, on form CS01. It confirms that the registered details are still correct: directors, registered office, shareholders and persons with significant control. This replaced the old annual return in June 2016 — if a provider still offers you an annual return, their information is a decade out of date.
- Annual accounts to Companies HouseThe first set is due 21 months after incorporation. After that, nine months after the accounting reference date. Small companies file abridged accounts; micro-entities file under FRS 105, other small companies under FRS 102 Section 1A.
- Company tax return to HMRCA separate filing from the accounts, with its own deadline, and it goes to a different authority. HMRC has to be told when the company starts to trade. A company that is dormant still says so rather than saying nothing.
- A registered office in the UKEvery company must have one, and it must be an address where documents can be delivered and acknowledged. It is on the public register. Our packages M and L include it.
- Register of people with significant controlAnyone holding more than 25 per cent of the shares or votes, or otherwise controlling the company, is entered on the register and kept up to date. Changes are reported when they happen, not at the year end.
Late filing brings a penalty rather than a prosecution, and the penalty rises the longer it runs. What follows from ignoring it altogether is worse than the fee: the registrar can strike the company off, and a struck-off company's assets pass to the Crown. Getting one back is possible but slow, see restore a company.
What formation costs
Three packages, the same for a Ltd, a PLC and a company limited by guarantee. The registrar's fee is included; the figures are net prices in euro.
| Package | England | Ireland | What you get |
|---|---|---|---|
| S | 180.00 | 260.00 | Formation only. No registered office, so you supply an address that meets the requirement yourself. |
| M | 580.00 | 690.00 | Formation with a registered office and twelve months of compliance service. This is where most orders start. |
| L | 1,250.00 | 1,340.00 | As M, plus certified formation documents prepared for registering a branch in Austria, Germany or Switzerland. |
From the second financial year the service renews at EUR 385.00 for an English company and EUR 470.00 for an Irish one. Package S carries nothing to renew, because it contains neither the registered office nor the compliance service.
If the company already exists and you only want the filings taken off your hands, that is a service takeover: EUR 420.00 for an English company, EUR 520.00 for an Irish one. Details on service takeover.
Common questions
Can I still use an English company for business in the EU?
You can trade with the EU, and you can register a branch there. What you cannot rely on any more is being recognised as a limited company in a member state where the company's whole administration sits.
Where that matters, the Irish company answers it: Ireland is a member state and its companies are unaffected. We form both, at the prices above.
Do I have to live in the UK?
No. There is no residence requirement for directors or shareholders of a UK company. The company does need a registered office in the UK, which is an address, not a person.
Banks take a different view from the registrar. What a bank asks of a non-resident director varies, and the decision is theirs alone.
Is a company still struck off for late filing?
Not for one late filing. A late set of accounts brings a penalty, and the penalty doubles if it happens two years in a row. Striking off follows sustained silence rather than a single missed date.
If it has already happened, the company can usually be restored to the register. How that works is on restore a company.
How much share capital should I put in?
The law sets no minimum, so the figure is yours to choose. GBP 1,000 divided into 1,000 shares of one pound is the usual arrangement and is what we enter unless you say otherwise.
Capital that is issued but unpaid stays owed to the company. Keep the figure sensible rather than impressive.
What is the difference from a Ltd & Co KG?
A Ltd & Co KG is a German or Austrian limited partnership in which the general partner is a Limited rather than a person. It combines the partnership's tax treatment with limited liability at the top.
It only makes sense where the business is in Germany or Austria. The details are on Ltd & Co KG.
How long does formation take?
Incorporation is a matter for Companies House, and we do not promise a date for it. What we can say is our own part: once the names, the address and the identification are with us, the application goes in.
If you need a company that already exists, look at the shelf companies instead. Those are incorporated already.
Can I change the company name later?
Yes. A change of name is a resolution and a filing, and it does not affect the company's registration number or its history. Check availability first with the free name check.
Some words need approval before they may be used in a company name. We tell you before you commit to one.
Start with where the business sits
Tell us where the company will be run from and what it will do. That settles England or Ireland, and everything else follows from it.
Telephone UK +44 114 6972907 IE +353 1 2337845 DE +49 69 96759363
Read on Company types Formation procedure Shelf companies Prices
This page is general information, not advice. It sets out the main features of the private limited company, its filing obligations and its position since the United Kingdom left the European Union, and it does not assess any particular plan.
Whether a UK company suits your situation, and how it is taxed where you operate, is for a solicitor and an accountant whom you instruct directly; we will name partners on request. That applies in particular to where the company's central administration is taken to be.
Rates and rules are those in force when this page was published. Our fees are net amounts in euro; the registrar's fee is included in the packages, other authorities' charges and taxes are not. Incorporation is a matter for Companies House, tax for HMRC, and a bank account for the bank. Errors excepted; the order confirmation governs. All work is carried out by authorised persons.