Skip to article
HSJGlobal

Company formation and founder decisions

How to Register a Company

A UK private company example, from approved ownership terms to incorporation evidence and continuing control.

To register a company, choose its jurisdiction and legal form, approve the ownership and governing documents, complete the required identity checks, submit the registry application and retain official proof of formation. This guide works through a UK private company limited by shares in England and Wales. Its forms, fees and conditions apply to that example, not to every country.

Start with the founders’ decisions rather than an empty online form. The useful end result is a legally formed company whose directors hold the records, authority and compliance diary needed to manage it.

Key takeaways

  • Select the incorporation jurisdiction and company form before assembling the filing.
  • Make the capital statement, share rights and articles tell the same ownership story.
  • New UK directors need personal codes; new PSCs have their own verification obligations.
  • Keep the certificate, company number and formation date as the incorporation outcome.
  • Transfer records and control to the directors, then maintain tax, reporting and operating requirements.

Settle the company brief first

Bring the founders, proposed jurisdiction, ownership split and intended activity to a structure discussion.

Choose the jurisdiction and company form

First decide where the company will be incorporated and which legal form fits its owners and funding. Write down where management, staff, customers and assets will be located. Those commercial facts help advisers assess cross-border tax, banking and additional registration questions; choosing a registry does not settle them.

The worked route below is an ordinary private company limited by shares registered in England and Wales, using individual directors and a straightforward ownership structure. It is an example of how to register a company, rather than a global application form. A guarantee company, an LLP, a regulated venture or an existing overseas company establishing a UK presence needs its own route.

For this UK form, appoint at least one individual director and at least one shareholder; one person can fill both roles. Directors must be at least 16, and UK residence is not required. Disqualification or undischarged bankruptcy can require court permission. A private company does not need a secretary. Review the director eligibility guidance before requesting consent to act.

If this example matches the intended structure, HSJGlobal’s UK company registration and setup support describes the available formation work. Agree the deliverables and who will approve the final filing before instructing a provider.

Approve the information used to register a company

Approve one version of the proposed company details before anyone submits them. The following founder approval sheet connects business decisions to registry inputs. Use a named approver for each row and keep the approved version with the eventual incorporation documents.

Founder approval sheet for the England and Wales example

Decision to approve Information for the filing Approval evidence to retain
Company identity Full proposed name and correct Ltd or Limited ending; restricted-word consent if required; private limited by shares; England and Wales; principal activity and SIC code. One agreed legal name, activity description and jurisdiction.
Ownership and capital Each initial subscriber’s name and address; shares allotted to each; class, currency, number, nominal value, paid and unpaid amounts; rights attached to each class. A reconciled ownership schedule approved by the subscribers.
Company rules Memorandum and the chosen model, amended or bespoke articles. The precise articles version and subscriber agreement to form the company.
Directors and control Director identity and address details, consent and personal codes; PSC particulars and nature of control. Confirmed role details, consent and an assigned verification task.
Official communications Appropriate registered office and registered email address. Address permission and named people monitoring post and email.

The current IN01 application provides the detailed fields and declarations, including consent to act, confirmation that individual PSCs know their particulars are being supplied, a lawful-purpose statement and a statement of compliance. For directors, collect full and relevant former names, nationality, country of residence, date of birth, service address and usual residential address in the required fields. Do not replace a required fact with a provider’s generic contact details.

The memorandum records the initial subscribers’ agreement to form the company. The online process creates it automatically; postal applicants use the prescribed template. The articles set the company’s operating rules. Decide whether the model articles meet the intended voting and management arrangements before filing. Attach amended provisions or bespoke articles when those options are chosen. The official company-document guidance explains these documents and the share information required.

Reconcile share counts and share rights before approving the application. For example, two founders taking 60 and 40 ordinary shares with a nominal value of £1 each produce 100 shares and £100 nominal capital. Record whether amounts are paid or unpaid and ensure the agreed rights support the intended voting arrangement. This illustrative capital is neither a registry charge nor a valuation of the business.

The registrar’s IN01 completion guidance identifies avoidable defects: a missing or undated memorandum, an incorrect name ending, conflicting articles selections, missing capital totals and absent share-class particulars. Compare the complete file, including attachments, against these points rather than checking each document in isolation.

Complete identity checks and review public details

Complete identity verification before relying on a new director’s appointment in the incorporation filing. Current Companies House identity timing rules require each new director’s personal code as part of registration. A code belongs to the person; provide it for the relevant role through the proper filing route and restrict access to those handling that task.

People with significant control, or PSCs, have a separate obligation. A new PSC added after 18 November 2025 can provide their code when first added to the register or within 14 days of being added. Someone who is both a director and a PSC must provide verification details separately for both roles. Do not assume that entering a director’s code completes the PSC task.

Identify control before collecting the disclosure details. More than 25% of shares or voting rights is a common PSC condition; appointing or removing a majority of directors and other significant influence or control can also matter. Confirm the nature of control and the required personal details with the PSC. The official PSC guidance explains why a percentage-only ownership list may be incomplete, particularly with indirect holdings or trusts.

Choose addresses with their disclosure consequences in mind. The registered office must be an appropriate physical address in the correct UK jurisdiction, with reliable receipt and acknowledgement of official documents; a PO Box alone is unsuitable. It is public. A registered email must be monitored but is not published. Arrange permission before using a provider’s address, following the registered office and email rules .

Director service addresses are public; the usual residential address and identity-verification fields are supplied separately. The IN01 form distinguishes those fields. Review the public-facing version before submission, especially when an individual’s home has been used in more than one place. A private email field does not make the whole incorporation file private. If an individual PSC is applying for or has applied for protection from public disclosure, the form directs applicants to obtain a separate form from Companies House.

Align the people and the filing

Use the ownership schedule, articles choice and verification tasks to identify anything unresolved before submission.

Submit the application and confirm formation

Submit only the agreed version, using the filing channel that supports the chosen documents. The GOV.UK company registration service is the starting point for standard online incorporation; an agent, compatible software or a postal IN01 application are alternatives. The direct online service lists a £100 statutory incorporation charge as checked on 19 October 2026. This is separate from share capital, provider charges, address services and later filings; no professional-service price is included here.

Keep the submitted application, attachments, payment record and reference. These show what was sent and paid. A submission receipt does not establish that the company legally exists. Resolve a registrar’s query against the approved file, and obtain founder approval for any change to ownership, articles or officers before resubmitting it.

On successful registration, retain the certificate of incorporation. GOV.UK states that it confirms legal existence and gives the company number and formation date. Match those details to the approved name and official company record. Plan document preparation, identity work and registry processing separately; do not schedule a commitment solely around the moment the application is sent.

For the distinction between a prepared application and the legal creation event, read our explanation of incorporation dates and corporate existence . Keep that evidence available to whoever will sign the first company contract.

Hand records and authority to the formed company

After incorporation, deliver usable control of the company to its directors. A certificate in an agent’s inbox is an incomplete handover. As a practical handover standard, assemble the certificate, filed application, memorandum, adopted articles, ownership schedule and the registrar’s correspondence in one controlled company folder.

One incorporation file becomes a company record Three approved inputs cross the incorporation boundary: share terms become member records, agreed articles become company decision rules, and verified people carry update duties. The certificate supplies the company number and formation date. Before filing After formation Share terms Member records Agreed articles Decision rules Verified people Update duties Certificate: company number + date
The certificate establishes legal existence. Approved ownership, rules and people then need company records and continuing oversight.

Record who may approve banking instructions, sign contracts, instruct the accountant and submit future filings under the adopted articles and any company decisions. Record necessary board or shareholder approvals. Giving someone access to a portal does not by itself settle their corporate authority. Keep filing access, tax-account access and personal identity codes distinct, with access appropriate to each person’s task.

Establish the member and decision records and account for money introduced as shares, loans or expenses using the appropriate records. GOV.UK record-keeping guidance requires company and accounting records and a clear separation of company and personal finances. Its record categories include shareholders, shareholder resolutions and share transactions. Ask the bank which account can be used for the company’s transactions.

Create the company’s first obligations diary

Assign the first reporting dates when the certificate arrives. Company registration starts an ongoing record, rather than completing every tax and operating obligation. Keep an accountable director and a backup for official communications, accounting work and changes in ownership or management.

  • Company information: review and file a confirmation statement at least every 12 months, with filing permitted up to 14 days after the review period ends. Check the actual date on the company record and report other changes through their proper routes. See the confirmation statement rules .
  • Accounts and tax: the ordinary first Companies House accounts deadline is 21 months after registration. Company Tax Returns are generally due 12 months after the relevant tax accounting period ends; the tax-payment deadline is separate. Use the official accounts and tax deadline guidance to set the company’s actual diary, including any first-year complications.
  • Tax access: the incorporation service guidance says it usually sets up Corporation Tax unless the company is dormant. When the Unique Taxpayer Reference arrives, complete the tax-account access steps. Assess VAT and employer registration separately against the intended activity and staffing.
  • Operations: confirm activity, premises, product and professional permissions before the company undertakes the relevant work. A company number or SIC activity code is not an operating licence. The UK limited-company setup guidance identifies these additional responsibilities.

Dormancy also needs an explicit decision and an appropriate filing diary. Do not interpret an absence of sales as permission to ignore communications or annual company records. Have the accountant confirm which tax filings apply to the company’s actual status.

Approve the filing or resolve the specific gap

To register a company with a usable outcome, approve both the incorporation information and its handover. Proceed when the jurisdiction and form fit the plan, capital and articles agree, directors and PSC tasks are ready, and official communications have owners. Retain the exact version authorised for submission.

Pause when a founder disputes voting rights, the PSC position is unresolved, a required personal code is missing or the registered office cannot reliably receive documents. Resolve the particular gap before filing. Once the certificate arrives, verify the company number and date, complete any remaining PSC verification and activate the authority and reporting arrangements. That is the point at which an application project becomes a company the founders can manage.

Plan the incorporation handover

Define the formation evidence, company records, access arrangements and first reporting tasks you expect to receive.

Frequently asked questions

Can one person be both shareholder and director?

Yes for this UK private-company example. The roles remain different: share ownership and responsibility for running the company should still be recorded separately.

Do I upload a passport as part of the public incorporation file?

Identity verification and the incorporation record are different steps. Follow the current verification service’s evidence instructions and put information only in the intended fields; do not append identity documents to public attachments without a specific requirement.

What if the founders want different voting rights?

Agree the share-class rights and suitable articles before filing. A percentage split alone may not express the intended control. Obtain qualified drafting advice where the arrangements need tailored provisions.

Can the company remain inactive after registration?

Yes, but select the correct dormant-company treatment and reporting arrangements. Inactivity does not make official communications or company filing responsibilities disappear.

Does the incorporation fee include a business bank account?

The stated government charge pays for incorporation. Banking is a separate application; ask the provider what identity, ownership and business evidence it requires.

On this page
Chat with an Expert