UK Companies Registration

The names of all private limited companies in the UK must end in either ‘Limited’ or ‘Ltd’. However, if your company's registered office is stated as being situated in Wales (a "Welsh" company), its name may instead end with "cyfyngedig" or "cyf". The name cannot:

be the same as any other name on the Companies House index of names;

contain a ‘sensitive’ word or expression unless you get permission: Abortion, Accounts Commission for Scotland, Accredit, Accreditation, Accredited, Accrediting, Adjudicator, Alba, Na h-Alba, Albannach, Association, Assurance, Assurer, Audit Commission for Local Authorities and the National Health Service in England and Wales, Auditor General for Northern Ireland, Auditor General for Scotland. Audit Scotland, Auditor General, Audit Office, Auditor General for Wales, Authority, Banc, Bank, Banking, Banknote, Benevolent, Board, Breatainn, Bhreatainn, Breatannach, Bhreatanach, Bhreatanaich, Breatannaich, Brenin, Frenin, Brenhines, Frenhines, Brenhinol, Frenhinol, Brenhiniaeth, Frenhiniaeth, Britain, British, Cenedlaethol, Chenedlaethol, Genedlaethol, Chamber(s) of, Chamber(s) of Commerce, Business, Industry, Enterprise, Training, Trade, Charitable, Charity, Charter, Chartered, Chartered Accountant, ICAEW, Chartered Secretary, Chartered Surveyor, Child Maintenance, Child Maintenance and Enforcement Commission, Child Support, Coimisean, Choimisean, Chomisein, Coimisein, Comhairle, Chomhairle, Comhairlean, Chomhairlean, Comisiwn, Gomisiwn, Chomisiwn, Comisiwn, Cynulliad, Cenedlaethol, Cymru, Commission, Comptroller and Auditor General, Comptroller and Auditor General for Northern Ireland, Co-operative, Council, Cymru, Gymru, Chymru, Nghymru, Cymreig, Cymraeg, Chymraeg, Chymreig, Gymraeg, Gymreig, Chymreig, Cyngor, Chyngor, Gyngor, Cynulliad Cenedlaethol Cymru, Data protection, Dental, Dentistry, Dentist, Dental Surgeon, Dental Practitioner, Disciplinary, Discipline, Diùc, Dhiùc, Diùcan, Dhiùcan, Ban-diùc, Bhan-dhiùc, Bhan-dhiùcan, Ban-diùcan, Dug, Ddug, Duges, Dduges, Duke, Duchess, Ei Fawrhydi, Ei Mawrhydi, England, English, European, Federation, Financial Conduct Authority, Financial Services Authority, Financial Reporting Council, Foundation, Friendly Society, Fund, Giro, Government, The Governor and Company of the Bank of England, Group, Gwasanaeth iechyd, Wasanaeth iechyd, Gwladol, Wladol, Health and Safety Executive, Health centre, Health service, Health visitor, His Majesty, Her Majesty, Holding, Holdings, House of Commons, House of Lords, HPSS, HSC, Human rights, Inspectorate, Institute, Institution, Insurance, Insurer, International, Judicial appointment, King, Law Commission, Licensing, Llywodraeth, Lywodraeth, Medical centre, Midwife, Midwifery, Mòrachd, Mhòrachd, Mutual, National, National Assembly for Wales, National Assembly for Wales Commission, NHS, Northern Ireland, Northern Irish, Northern Ireland Assembly, Northern Ireland Assembly Commission, Northern Ireland Executive, Northern Ireland Audit Office, Nurse, Nursing, Oifis sgrùdaidh, Oilthigh, t-Oilthigh, Oilthighean, h-Oilthighean, Ombudsman, Ombwdsmon, Oversight, Parlamaid, Pharlamaid, Parlamaidean, Pharlamaidean, Parliament, Parliamentarian, Parliamentary, Patent, Patentee, The Pensions Advisory Service, Police, Polytechnic, Post Office, Pregnancy termination, Prifysgol, Brifysgol, Phrifysgol, Prince, Princess, Prionnsa, Phrionnsa, Prionnsaichean, Phrionnsaichean, Bana-phrionnsa, Bhana-Phrionnsa, Bana-Prionnsaichean, Bhana-Phrionnsaichean, Prudential Regulation Authority, Prydain, Phrydain, Brydain, Prydeinig, Phrydeinig, Brydeinig, Queen, Reassurance, Reassurer, Reinsurance, Reinsurer, Regional Health and Social Care Board, Regional Agency for Public Health and Social Well-being, Register, Registered, Registrar, Registration, Registry, Regulator, Regulation, Riaghaltas, Riaghaltais, Riaghaltasan, Rìgh, Banrigh, Bhanrigh, Bhanrighrean, Banrighrean, Rìoghachd Aonaichte, Rìoghail, Rìoghalachd, Royal, Royalty, Rule committee, Scotland, Scottish, Scottish Law, Commission, The Scottish Parliament, The Scottish Parliamentary Corporate Body, Senedd, Sheffield, Siambr, Siambr o, Fasnach, Fusnes, Ddiwydiant, Fenter, Hyfforddiant, Masnach, Social Service, Society, Special School, Standards, Stock exchange, Swyddfaarchwilio, Teyrnas Unedig, Teyrnas Gyfunol, Deyrnas Unedig, Theyrnas Unedig, Deyrnas Gyfunol, Theyrnas Gyfunol, Trade Union, Tribunal, Trust, Tywysog, Thywysog, Tywysoges, Thywysoges, Dywysog, Dywysoges, Underwrite, Underwriting, United Kingdom, University, Wales, Welsh, Watchdog, Welsh Government, Welsh Assembly Government, Windsor, Accountancy and Actuarial Discipline Board, Accounting Standards Board, Auditing Practices Board, Board for Actuarial Standards, Agency, Archwilydd Cyffredinol Cymru, Assembly, Border Agency, Cabinet Office, Cadw, Care and Social Services Inspectorate Wales, CISSW, Commissioner, Commonhold Association, Court, Courts, Crime Squad, Criminal Intelligence Service, Crown Estate, Employment Medical, Advisory Service, EMAS, Financial Reporting Review Panel, Further Education, Health and Safety, Health and Social Care, Higher Education, Home Office, Industrial and Provident Society, Intellectual Property, IPO, Licensing Authority Assets Recovery, National Accounts, National Accounting, NAO, Notary, Notary public, Notarial, Nuclear Installation, Primary Education, Professional Oversight Board, Scrivener, Scrivener notary, SE, secondary education, Select Committee, Serious Organised Crime, SOCA, Trade Mark, UKBA, UKIPO, Anzac, Architect, Arts psychotherapist, Art therapist, Biomedical scientist, Chiropodist, Clinical psychologist, Clinical scientist, Counselling psychologist, Diagnostic radiographer, Dietician, Dietitian, Drama therapist, Diagnostic radiographer, Educational psychologist, Forensic psychologist, Health psychologist, Hearing aid dispenser, Music therapist, Occupational psychologist, Occupational therapist, Operating department practitioner, Orthoptist, Orthotist, Paramedic, Physical therapist, Physiotherapist, Podiatrist, Practitioner psychologist, Prosthetist, Radiographer, Registered psychologist, Social worker, Speech and language therapist, Speech therapist, Sport and exercise psychologist, Therapeutic radiographer, Attorney General, Bachelor of medicine, Building Society, Chemist, Dispensing Chemist, Dispensing, Druggist, Druggist, Pharmaceutical, Pharmaceutical chemist, Pharmaceutical druggist, Pharmaceutist, Pharmacist, Pharmacy, Chiropractor, Chiropractic practitioner, Chiropractioner, Chiropractic physician, Contact lens, Credit Union, Dispensing Optician, Doctor of medicine, Enrolled Optician, General practitioner, Geneva Cross, Housing Corporation, Licentiate in medicine and surgery, Olympic, Olympian, Olympiad, Paralympic, Paralympian, Paralympiad Citius, Altius, Fortius; Faster, Higher, Stronger; Spirit in Motion; any 2 of the following words: Games, Two Thousand and Twelve, Twenty-Twelve, 2012; Any one of the previous words when used with one or more of the following words: London, Medals, Sponsors, Summer, Gold, Silver, Bronze; Ophthalmic Optician, Optician, Optometrist, Ordnance Survey, Physician, Red Crescent, Red Cross, Red Lion and Sun Registered Optician, Solicitor, Surgeon, Vet Veterinary, Veterinary Surgeon, Veterinary Practitioner;

suggest a connection with government or local authorities;

be offensive.

Below is the full list of words, which are disregarded when it is determined, whether the name is “same as” or not:

designated name endings (including permitted abbreviations and Welsh equivalents), e.g. "limited", "unlimited", "public limited company";

certain words and expressions including "biz", "co", "co.uk", "com", "company", "UK", "United Kingdom", "Wales", "Cymru", "net", "org.uk", "services", "international";

a blank space between or after a word, expression, character, sign or symbol;

punctuation including a full stop, comma, colon, bracket, apostrophe;

characters "*", "=", "#", "%" and "+" when used as one of the first three characters in a name;

"s" at the end of a name (irrespective of whether it is a plural);

"the" and "www" at the beginning of a name;

any characters after the first 60 characters in a name.

Before choosing a name you should use our WebCHeck service to ensure your chosen name is not the 'same as' an existing name on the index of company names. You should also check the Trade Marks Register of the UK Intellectual Property Office to ensure that the proposed name does not infringe an existing trade mark.

One or more persons can form a company for any lawful purpose by subscribing their names to a memorandum of association. In law, 'person' includes individuals, companies and other bodies. By completing the memorandum the subscribers are confirming their agreement to form a company.

There are three ways to incorporate a company:

Electronic Software Filing

Electronic incorporations can be submitted electronically through suitably enabled software. However, many incorporation agents and software providers have developed their systems to the point where they are able to offer customers a web-based electronic service (this is chargeable).

The standard fee for electronic filing is £13 (or £30 for the 'Same-Day' service for applications received by 3pm Monday to Friday). Straightforward applications are normally processed within 24 hours.

Web Incorporation Service

Web Incorporation is the safe and reliable way to file online, enabling you to quickly and easily incorporate your company. The standard fee for Web Incorporation is £15. There is no same day service and currently only applications for a private company limited by shares adopting model articles in their entirety with a proposed non sensitive name can use this service.

Paper Filing

Paper documents, which must be sent to the appropriate office, take longer to process than electronic documents. The standard registration fee is £40 (or £100 for the 'Same-Day' service for applications received by 3pm Monday to Friday).The fee is £20 (or £100 for the 'Same-Day' service) in the following circumstances:

your company's registered office is stated as being situated in Wales ("Welsh company") and you file documents in the Welsh language;

your company is a Community Interest Company (the total fee will be £35 including the CIC Regulator fee and there is no same day service);

your company is an unlimited company.

Straightforward applications are normally processed within 5 days of receipt.

To incorporate your company you must file the following documents:

application to register a company (form IN01) and the fee

memorandum of association

articles of association (unless you adopt model articles in their entirety

additional information if your application includes a sensitive word or expression.

Application to register a company (form IN01) requires the following information:

the proposed company name

the situation of the company's registered office ('RO') i.e. whether it is in England and Wales, Wales, Scotland or Northern Ireland

the address of the RO (which must be the same as the situation of the RO)

whether the company will be private, public or unlimited

choice of articles of association

details of the proposed director(s), and the secretary if it has one

directors' service and residential addresses

a statement of capital and initial shareholdings or a statement of guarantee

whether a company limited by guarantee wishes to apply to be exempt from the requirement to use "limited" or "cyfyngedig" in its name

if the proposed name contains a sensitive word and a section requiring confirmation that you have requested the views of a government department or other body

a statement of compliance or guarantee

The memorandum of association confirms the subscribers' intention to form a company and become members of that company on formation. In the case of a company that is to be limited by shares, the memorandum will also provide evidence of the members' agreement to take at least one share each in the company.

Under the Companies Act 2006, the memorandum is a much shorter document because all the constitutional rules of the company are contained in the articles of association. Consequently, the memorandum serves a more limited purpose and once the company has been incorporated, it cannot be amended.

Information on capital and shareholdings is no longer part of the memorandum as it is contained in the application to register (form IN01).

The required memorandum wording is included in the 'The Companies (Registration) Regulations 2008 (2008/3014)' and you should use this format when preparing your memorandum. You can also download a proforma memorandum from Companies House website. Please note, the wording of the memorandum is prescribed and it cannot be amended in any way. If you add or change the wording your application will not be accepted.

A company's articles of association are its internal rulebook, chosen by its members. Every company is required to have articles, which are legally binding on the company and all of its members. The articles help to ensure the company's business runs as smoothly and efficiently as possible and will set out how decisions are taken by the members and directors as well as various matters connected with the shares.

On incorporation your company can adopt model articles in entirety, model articles with amendments or it can draft its own bespoke articles.

The certificate of incorporation is conclusive evidence that the requirements of the Companies Act 2006 as to registration have been complied with and that the company is duly registered under this Act. The certificate will state:

the name and registered number of the company

the date of its incorporation

whether it is a limited or unlimited company, and if it is limited whether it is limited by shares or limited by guarantee

whether it is a private or a public company

whether the company's registered office is situated in England and Wales, Wales, Scotland or Northern Ireland.

The certificate must be signed by the registrar or authenticated by the registrar's official seal.

After a new limited company is incorporated, Companies House tells HMRC when any limited company is formed and registered with them. HMRC uses the information they receive from Companies House to set up a computer record for your company and allocates it a reference number known as a Unique Taxpayer Reference (UTR). They then send form CT41G (Corporation Tax - Information for New Companies) to your company's registered office. This form includes your company's UTR. 

You must tell HMRC that your company is active for Corporation Tax purposes within three months of starting business activity. The easiest way to tell HMRC that your limited company is active and has started its first accounting period is online.

You company may also need to register for other taxes such as PAYE as an employer and VAT.

Your company is an employer for its directors and staff. As an employer, you must deduct PAYE tax and National Insurance contributions (NICs) from your directors/employees' pay each pay period and pay employer's Class 1 NICs if they earn above a certain threshold.

You may need to register the company for VAT if the annual turnover is more than the VAT threshold and submit a VAT Return. You can also choose to register it for VAT voluntarily.

Every company must have a registered office. The registered office must be a physical location where notices, letters and reminders can be delivered to the company. The registered office does not need not be the place where the company carries on its day-to-day business so it could, for example, be your accountant's address. If the address is not effective for delivering documents, the company could risk being struck off the register or wound up by a creditor.

If any person you deal with in the course of your business requests in writing the address of your registered office, or the location where they can inspect your company records, or details of the records that you keep at your registered office, you must respond within five working days.

When you apply to incorporate your company you must state whether your company's registered office is to be situated in England and Wales, in Wales (a "Welsh" company), in Scotland or in Northern Ireland. The address of your registered office must also be in the same country as its situation.

If you decide to change your registered office address, you must file a 'Change of registered office address' form AD01. The change is not effective until Companies House registers the form, which can be filed electronically as well as on paper. You can change the address of your registered office but you cannot change its jurisdiction. For example, if your registered office is in Northern Ireland you cannot change it to an address in Scotland.

A company, depending on its company type, may have some or all of the following records:

register of members

register of directors

directors' service contracts

directors' indemnities

register of secretaries

records of resolutions and minutes of general meetings

contracts or memoranda relating to purchase of own shares

documents relating to redemption or purchase of own shares out of capital by a private company

register of debenture holders

instruments creating charges and a register of charges

You need to keep these company records available for inspection.

You may keep all or any of these records at the company's registered office. The company may choose an alternative location to make these records available for inspection. The company can only have one alternative location to the registered office at any given time.

That location must be in the same part of the UK as the registered office, e.g. a company registered in England and Wales can have an alternative inspection location in England and Wales, but not in Scotland or Northern Ireland. The company may choose to keep some records at its registered office and some at its alternative inspection location provided that all the records of a type are kept together. 

If you do not keep all your records at the company's registered office, then you need to tell us the address of your alternative inspection location and which records you hold there, on Form AD02 and any change in that address, on Form AD03.You also need to tell us when you return any of the records to the registered office, on Form AD04.

A company may have a common seal, but need not have one.

A company which has a common seal shall have its name engraved in legible characters on the seal. If a company fails to comply with this requirement an offence is committed by the company, and every officer of the company who is in default.

The redomiciliation of companies to or from UK is not permitted.