What You Need Before Registering a Limited Company
UK company formation involves more than uploading a collection of PDF documents. Much of the Companies House application consists of structured information about the proposed company, its directors, owners, control, address and capital.
The exact information depends on whether you are forming a company limited by shares or a company limited by guarantee. For a typical private company limited by shares, you should organise the following before starting the application.
- A proposed company name that meets Companies House naming rules.
- The part of the UK in which the registered office will be situated.
- An appropriate UK registered office address.
- A registered email address monitored on behalf of the company.
- Details of each proposed director.
- Details of each shareholder, or guarantor for a guarantee company.
- Details of the people with significant control over the company.
- The number, class and value of shares where the company is limited by shares.
- The guarantee amount where the company is limited by guarantee.
- The company's memorandum and articles of association.
- An appropriate SIC code describing the company's business activity.
- Companies House identity-verification information where required.
If you register online using the standard Companies House route, the memorandum of association can be created automatically as part of the registration process. Companies can also use the statutory model articles where those rules are suitable.
Memorandum of Association
The memorandum is the legal statement through which the initial members agree to form the company. For a company limited by shares, the initial subscribers agree to become members and take at least one share.
If you incorporate using the Companies House online service, you generally do not need to prepare a separate memorandum yourself because it is generated as part of the online application.
Articles of Association
The articles of association set out the rules for how the company will be governed. They cover matters such as directors' powers, decision-making and members' rights.
Many straightforward private companies use the model articles. Businesses requiring non-standard voting rights, multiple share classes or other bespoke governance arrangements may need tailored articles and appropriate professional advice.
Statement of Capital or Statement of Guarantee
A company limited by shares must provide its share structure, including the shares being issued and the rights attached to the relevant share class. A company limited by guarantee instead provides information about its guarantors and the amount each agrees to contribute if the company is wound up.
Company Name and SIC Code
You need a proposed company name that complies with the naming rules. Certain words and expressions are restricted, and some names require supporting permission.
You must also choose the SIC code or codes that best describe the company's intended business activities.
Which Items Are Documents and Which Are Application Information?
One reason this topic causes confusion is that company formation websites often group documents you prepare, information you submit and documents you receive afterwards under the same heading. They are not the same thing.
| Item | Needed for formation? | What happens |
|---|---|---|
| Memorandum of Association | Yes | Required for incorporation; generated automatically when using the standard online route. |
| Articles of Association | Yes | Model articles may be used, or suitable bespoke articles can be provided. |
| Statement of Capital | For companies limited by shares | Records the initial share structure and rights attached to the shares. |
| Statement of Guarantee | For companies limited by guarantee | Records guarantor information and the guaranteed amount. |
| Director, owner and PSC details | Yes | Submitted as structured information in the incorporation application. |
| Companies House personal code | Required for new directors | Used to connect the director's verified identity with the appointment. |
| Certificate of Incorporation | No — issued afterwards | Companies House issues it once the incorporation has been accepted. |
| Share certificates | Not part of the incorporation filing | These are company ownership records dealt with after shares have been issued. |
The important distinction: the Certificate of Incorporation proves that incorporation has already happened. It cannot therefore be a prerequisite for forming the same company.
Identity Verification Is Now Part of UK Company Formation
Companies House identity verification is now a significant part of forming and controlling a UK company.
A person who verifies their identity receives a personal code from Companies House. The code belongs to the individual rather than to a particular company.
Directors
When a new company is incorporated, the Companies House personal code for each proposed director is required as part of the appointment and incorporation process.
People with Significant Control
People with significant control, commonly shortened to PSCs, must also verify their identities and connect their personal codes to their PSC roles within the applicable Companies House period.
A PSC is generally a person who owns or controls the company. This can include someone holding more than 25% of the shares or voting rights, although other forms of control can also create PSC status.
A person normally verifies their identity once and then uses the same personal code when confirming relevant roles with Companies House. The code may need to be shared with an authorised person filing on that individual's behalf.
Registered Office and Registered Email Requirements
Every company needs an appropriate registered office address and a registered email address.
Registered Office Address
The registered office must be a physical address in the UK and must be in the same UK jurisdiction in which the company is registered. For example, a company registered in Scotland needs a Scottish registered office.
The address must be appropriate for receiving company correspondence. A document delivered there should be expected to come to the attention of someone acting for the company, and the delivery should be capable of being acknowledged.
A Royal Mail PO Box or equivalent cannot be used as the company's registered office. If you use an accountant, solicitor or address service, you must have permission to use that address and it must still satisfy Companies House requirements.
Registered Email Address
A registered email address must also be provided when the company is formed. Companies House can use it to communicate with the company, but the registered email address is not displayed on the public company register.
A company's registered office is publicly visible. If you do not want a residential address to appear on the public register, arrange a suitable alternative before incorporation.
What Do Overseas Founders Need?
A director of a UK limited company does not have to live in the UK. However, the company itself still needs an appropriate registered office in the UK jurisdiction where it is incorporated.
Overseas founders should therefore separate two different issues: the director's country of residence and the company's registered office requirement.
International founders must still provide the required information about directors, shareholders or guarantors and PSCs, and complete the applicable Companies House identity-verification requirements.
Incorporating a UK company does not by itself provide a UK visa, immigration status or guaranteed business bank account. Those are separate matters governed by their own eligibility and due-diligence processes.
Companies House Registration Fees and Timing
Companies House fees changed on 1 February 2026. The old £12 online-registration figure that still appears in some older guides is no longer current.
Companies House states that standard online applications are normally processed within 24 hours. Complex applications or applications requiring additional examination can take longer.
Paper applications take longer to process. If timing matters, check the latest Companies House guidance immediately before filing rather than relying on an old article or saved fee schedule.
These are Companies House charges only. Any professional formation, address, verification, accounting or other optional services are separate and should be clearly identified before you proceed.
Documents You Receive After the Company Is Registered
Once Companies House accepts the application, the company becomes incorporated and receives its official registration information.
Certificate of Incorporation
Companies House issues the Certificate of Incorporation after the company has been successfully registered. The certificate confirms that the company legally exists and includes its registered company number and incorporation date.
Company Number
The registered company number uniquely identifies the company on the Companies House register and remains associated with it even if the company later changes its name.
Constitutional and Company Records
You should retain the company's memorandum and articles along with the other relevant company records. A company limited by shares must also maintain appropriate records of its members and shares.
Other post-formation matters, including accounting, tax, employment, banking and any industry-specific permissions, depend on what the company intends to do and are separate from the Companies House incorporation itself.
Common Company Formation Document Mistakes
Many avoidable problems arise from inconsistent information rather than from missing paperwork. Before filing, check the application as a complete record rather than reviewing each field in isolation.
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Treating the Certificate of Incorporation as an application document It is issued after incorporation, not submitted as a prerequisite for a new company.
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Using an unsuitable registered office The address must satisfy Companies House's appropriate-address rules and be in the correct UK jurisdiction.
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Forgetting the registered email address The company needs an appropriate email address for Companies House communications.
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Not completing director identity verification New director appointments require the relevant Companies House personal codes.
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Incorrectly identifying PSCs Ownership percentages are important, but PSC status can also arise through voting or other forms of control.
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Choosing the wrong share structure Confirm the shareholders, share classes, values and associated rights before the application is filed.
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Using old Companies House fees Filing charges change. Confirm the latest authority fee when you are ready to submit.
UK Limited Company Formation Checklist
Before starting the Companies House application, make sure the following decisions and information are ready.
- Confirm whether the company will be limited by shares or by guarantee.
- Choose the proposed company name and sensible alternatives.
- Choose the registered UK jurisdiction.
- Arrange an appropriate registered office address.
- Prepare a monitored registered email address.
- Confirm each director and their required details.
- Complete the applicable identity-verification steps for directors.
- Obtain the Companies House personal code required for each new director.
- Confirm shareholders or guarantors.
- Identify each PSC and the nature of their control.
- Confirm the share capital or guarantee structure.
- Decide whether model or bespoke articles will be used.
- Select the appropriate SIC code or codes.
- Review all names, dates, addresses and ownership information for consistency.
Taking time to organise these points before submission makes it much easier to identify missing or contradictory information before the application reaches Companies House.
When Professional Company Formation Help May Be Useful
Straightforward company formations can often be completed directly through Companies House. Professional support becomes more useful when the structure or circumstances require additional decisions.
Examples include companies with several shareholders, multiple share classes, overseas founders, unusual control arrangements, bespoke articles or uncertainty about the information that should be disclosed.
First Elite Global's UK limited company formation service can help organise company-name and structure information, directors, owners and PSCs, SIC-code and capital inputs, registration data and the filing process. Optional post-formation services should be considered separately according to your requirements.
Frequently Asked Questions
What documents are required to form a limited company in the UK?
The core formation documents include the memorandum and articles of association and, depending on the company type, information forming the statement of capital or statement of guarantee. You must also provide company, director, shareholder or guarantor, PSC, address, business-activity and identity-verification information.
Do I need a Certificate of Incorporation before registering the company?
No. Companies House issues the Certificate of Incorporation after it accepts the registration. The certificate proves that the company has been incorporated and shows its company number and date of formation.
Do I need to write my own Memorandum of Association?
If you use the standard Companies House online registration service, the memorandum is normally created automatically as part of the application. Paper registrations use the prescribed memorandum format.
Do directors need to verify their identities?
Yes. Companies House identity verification now applies to directors. When registering a new company, the required personal code for each director is used as part of the appointment and incorporation process.
Do people with significant control need identity verification?
Yes. PSCs are required to verify their identities and provide their Companies House personal codes for their PSC roles within the applicable filing period.
Can I form a UK limited company if I live outside the UK?
A director does not have to live in the UK. The company must, however, have an appropriate registered office address in the UK jurisdiction in which it is registered and meet the normal Companies House information and identity requirements.
Can I use a PO Box as the registered office?
A Royal Mail PO Box or equivalent service cannot be used as the company's registered office. The company needs an appropriate physical address that meets Companies House requirements.
Is the registered email address shown publicly?
No. Companies House requires a registered email address for company communications, but that address is not displayed on the public register.
How much does it cost to register a UK limited company?
The current Companies House fee is £100 for standard digital incorporation and £124 for paper incorporation. Professional, address and other optional services are separate costs.
How long does online company registration take?
Companies House states that standard online incorporation applications are normally processed within 24 hours, although applications can take longer where additional examination is required.