UK Company Formation Guide 2026/27

Choosing a Business Structure

Before registering, it is worth confirming a limited company is the right structure for you, compared with staying a sole trader or forming a partnership. A limited company is a separate legal entity from its owners, offering limited liability protection and often more tax-efficient profit extraction through a mix of salary and dividends, but it comes with more administrative obligations -- statutory accounts, Companies House filings, and generally more complex record-keeping -- than operating as a sole trader.

Common alternatives include remaining a sole trader (simpler, but with unlimited personal liability), forming a traditional partnership, or setting up a Limited Liability Partnership (LLP), which combines limited liability with partnership-style tax transparency.

Registering with Companies House

Registering ("incorporating") a limited company involves providing Companies House with:

• A company name that is not already taken and meets naming rules (avoiding certain sensitive or misleading words).
• A registered office address in the relevant UK jurisdiction.
• Details of at least one director (who must be at least 16 and not disqualified from acting as a director).
• Details of shareholders (members) and their shareholdings.
• A Standard Industrial Classification (SIC) code describing the company's main business activity.
• Details of any Person with Significant Control (PSC) -- broadly, anyone who owns more than 25% of shares or voting rights, or otherwise exercises significant influence.

Online registration is typically processed within 24 hours for a modest statutory fee, though postal applications and applications with unusual features can take longer.

Articles of Association and the Memorandum

The memorandum of association is a short, formal statement signed by the initial subscribers (shareholders) agreeing to form the company -- a one-off historical document, not something that changes over time.

The articles of associationare the company's internal rulebook, governing how it is run -- director powers, decision-making, share transfers, and dividend procedures. Most new companies adopt the standard "model articles" provided by Companies House, which suit straightforward companies well, though businesses with more complex ownership or governance needs (multiple shareholder classes, specific voting arrangements) often use bespoke articles drafted with legal advice.

Registering with HMRC and Ongoing Obligations

Once incorporated, the company must separately register with HMRC for Corporation Taxwithin three months of starting to trade, providing details such as the company's Unique Taxpayer Reference (issued automatically after incorporation), business activity, and accounting reference date.

Ongoing obligations for every UK limited company include:

• Filing a confirmation statement with Companies House at least once every 12 months, confirming company details are up to date.
• Filing annual accounts with Companies House (small companies can usually file abbreviated accounts).
• Filing a Company Tax Return with HMRC and paying any Corporation Tax due, generally within nine months and one day of the end of the accounting period for payment, and 12 months for the return.
• Registering for PAYE if the company will employ staff (including paying a director a salary), and for VAT once turnover exceeds the £90,000 threshold.