What Documents Do I Need To Set Up a Limited Company in the UK?

Getting your company registered with Companies House is pretty straightforward once you know what you need. The part that tends to slow people down isn't the process itself, it's realising mid-application that they're missing a detail or don't have a document to hand.

So before you start, it's worth getting everything together. This guide covers what you'll need, from proof of identity to your company's founding documents. It focuses on a private company limited by shares, which is the structure most UK business owners go with.

Key Takeaways

• You'll need proof of ID and address for the person setting up the company, any directors, and any Persons with Significant Control (PSCs). ID must be government-issued, current, and include a photo.
• You'll need your company name, registered office address, and SIC code confirmed before you begin.
• Every company needs at least one director. You'll need their personal details, including a residential address, though this won't appear on the public register.
• At least one shareholder is required. That can be the same person as the director.
• You'll need a signed memorandum and articles of association. Most people use a standard template.
• If you appoint a corporate director, you must also appoint at least one individual director alongside them.
• A company secretary is optional for private limited companies.

Proof of ID and Address

If you're forming a company through a formation agent, you'll be asked to supply proof of identity and address for the relevant people involved.

Your ID needs to be government-issued, currently valid, and include a photo. A passport, driving licence, or national identity card all work.

You'll need to supply ID for the person setting up the company, any directors, and any PSCs. A PSC is anyone who owns more than 25% of the company or has an equivalent level of control. In many cases, this will be the same person wearing all three hats.

Company Details

Three things need to be confirmed before your application can go anywhere.

Company name

Your chosen name must be available and can't be the same as, or too similar to, an existing registered company. Some words are restricted and will need additional approval before they can be used. It's worth checking availability early, ideally before you get attached to a particular name.

Registered office address

Every UK limited company needs a registered office address. This is the official address that Companies House and HMRC will use to send statutory correspondence, so it needs to be a real, physical location in England and Wales, Scotland, or Northern Ireland. PO boxes aren't accepted.

This address appears on the public register, which is why many business owners choose not to use their home. A registered office address service lets you use a business address instead while still meeting the legal requirement. It's also worth knowing that the location of your registered office determines which UK jurisdiction your company falls under, and once registered, it needs to stay in the same jurisdiction.

SIC code

A Standard Industrial Classification code tells Companies House what your business does. You select one from an official list, and you can add up to four codes if your business covers several different activities. If you're not sure which one applies to you, Companies House publishes the full list online.

Director Details

Every limited company needs at least one director. That can be an individual or another company, but if you go down the corporate director route, you must also appoint at least one individual director. A company can't be your sole director.

For an individual director, you'll need:

• Full name
• Date of birth (must be 16 or older)
• Nationality
• Occupation
• Country of residence
• Residential address (kept off the public register)
• Service address (publicly visible, and can match the registered office)

You don't need to be a UK national to be a director, but the service address does need to be UK-based.

For a corporate director, you'll also need:

• The company name
• Full name of the company's director
• Company address
• Whether the company is EEA or non-EEA registered
• Country of registration
• Company registration number
• Their incorporation certificate (or equivalent) and a register of beneficial owners.

If the corporate director is non-EEA registered, you'll additionally need to provide its governing law and legal form. Our guide to corporate appointments explains what those terms mean in practice.

Company Secretary Details (Optional)

Private limited companies are no longer legally required to appoint a company secretary. Some still do, particularly if there's a lot of admin involved, but it's entirely your choice.

If you do appoint one, you'll need to supply the same kind of personal details as for a director: full name, address, and security questions.

Shareholder Details

Your company needs at least one shareholder, though there's no upper limit. A director can also be a shareholder of the same company, which is how most small businesses are set up.

For an individual shareholder, you'll need:

• Full name
• Residential address
• Share currency (GBP, EUR, or USD)
• Share class (Ordinary, Preference, or Redeemable)
• Number of shares
• Value per share

You don't need to be a UK resident to hold shares in a UK limited company.

For a corporate shareholder, you'll also need:

• Company name
• Full name of the company's director
• Company address
• Share currency, share class, number of shares, and value per share

People with Significant Control (PSC)

Companies House requires a record of anyone who has significant control over the company. Someone qualifies as a PSC if they meet one or more of the following:

• They hold 25% or more of the shares
• They hold 25% or more of the voting rights
• They have the right to appoint or remove the majority of the board

You can have more than one PSC, and in straightforward setups it's often just the director.

Memorandum and Articles of Association

These are the two founding documents your company needs before it can be incorporated. Neither needs to be complicated, but both need to be in place.

The memorandum of association is a short document signed by all shareholders to confirm they're agreeing to form the company together.

The articles of association set out the rules for how the company will be run, covering things like decision-making, share allocation, and director responsibilities. Both directors and shareholders need to sign them.

Most people use a standard template, which is fit for purpose for the majority of straightforward companies. If your situation is more complex, or you want to tailor the articles to something specific, it's worth taking professional advice before you do. Errors in these documents can hold up or block your application.

If you form your company through Companies MadeSimple, standard memorandum and articles are included as part of the process, but we offer some information in the case that you want to do your own.

This article is for general information only and does not constitute legal or tax advice. Rules and requirements can vary depending on individual circumstances, so it's worth checking the latest guidance on GOV.UK or speaking to a qualified professional before making decisions.

FAQs

What documents do I need to form a limited company in the UK?

Proof of ID and address for the person forming the company, any directors, and any PSCs. You'll also need the company name, registered office address, a SIC code, shareholder details, and a signed memorandum and articles of association.

What counts as valid proof of ID?

A government-issued document that's currently valid and includes a photo. Passports, driving licences, and national identity cards are the most commonly accepted.

Do I need to provide a registered office address?

Yes. Every limited company needs one, and it must be a physical UK address that can receive post. PO boxes aren't accepted.

Can I use my home address as the registered office?

You can, but it will appear on the public Companies House register. Many business owners use a registered office address service to avoid that while still meeting the legal requirement.

What is a SIC code and why do I need one?

It's a Standard Industrial Classification code that tells Companies House what your business does. You need to select at least one when you apply. Companies House publishes the full list if you're not sure which applies to you.

Who counts as a Person with Significant Control?

Anyone who owns 25% or more of the shares, holds 25% or more of the voting rights, or can appoint or remove the majority of directors. You can have more than one PSC.

Can a company be a director of another company?

Yes, but you must also appoint at least one individual director. A corporate director can't be the only one.

Do I need to appoint a company secretary?

No. It's optional for private limited companies. Some businesses choose to appoint one, but there's no legal requirement to do so.

What are memorandum and articles of association?

The memorandum is signed by the shareholders to confirm they're agreeing to form the company. The articles set out how the company will be run. Both are required for incorporation.

Can I write my own articles of association?

Yes, but if you're going beyond the standard template, it's advisable to get professional input first. Errors can delay or prevent your application from being accepted.

Do I need to be a UK resident to form a limited company?

No. Directors and shareholders don't need to be UK residents or nationals. The registered office, however, must be in the UK.