How to register a limited company in the UK

Congratulations on starting the process of launching your own company – exciting times!

That excitement can be tempered, however, if you don’t know what you need to have in place before you begin the process.

More than 890,000 new limited companies started in the UK in 2024 alone. Every one of those people had to get to grips with what’s needed. So, if this is you, you’re not alone.

Take ten minutes and we'll explain the key things you’ll need to know before you register your limited company.  

What is a limited company?  

A limited company is a business that is its own legal entity, separate from its shareholders (owners). It has its own assets and liabilities, which means shareholders aren't personally liable for the company's obligations or debts beyond their own investment.

If you want to form a limited company, there are a few key things to consider:

1. Having a limited company is different from being a sole trader or setting up a partnership. Ultimately, you need to decide what's going to work best for you and your circumstances.
2. You'll take on responsibilities as the company director. A company director is legally responsible for running the company. More on this later.
3. Some directors hire specialists to help them manage day-to-day responsibilities – like an accountant, for example. Even if you hire someone to help, you'll still be legally responsible for your company’s records, accounts and performance.
4. Once registered, your name, nationality, occupation, month and year of birth, registered business office address and the service address of its directors will appear on public record. The Companies House public record is a register of everyone who's set up a limited company. So when you set up your limited company some of your details will become publicly available.

Check out the GOV.uk guide to running a limited company: your responsibilities for a complete list of your responsibilities as a company director.

Where can I register my new company?

Companies House

You can register your new company with Companies House directly. A government department like HMRC or the DVLA, it deals with incorporating limited companies. It costs £50 to register your company and it normally takes about a day. If there are lots of applications in the system, it can take longer. 

UK Banks

Some UK banks will now register your company for you at the same time as applying for a business bank account. Some may have partnered with a registered company formation agent while others may have become a registered formation agent themselves.

It’s worth noting that limited companies have to have a business bank account, so doing it all-in-one go is a smart way to save time and hassle. A lot of banks also offer discounts and refunds on the price of the Companies House fee.

Zempler Bank is the only UK bank to offer a £100 reward if you use it to set up a business bank account and register your company at the same time.  

Company formation agents

Company formation agents can register your limited company for you. They offer lots of different packages and can help with anything from just setting it up to providing an official registered office address and business address. 

What do I need to register a limited company?     

1. A unique company name

Founders often talk about their business as their ‘baby’. There's even research showing an entrepreneur’s emotional experience and brain response towards their own company resemble those of a parent towards a child. It’s not surprising that choosing a company name can feel like a big deal then.

Some brands spend huge amounts of time and money coming up with meaningful and catchy names. There's science in choosing a good name and there are some great online resources, but don't forget – it’s your company and you're the one who has to live with it, so make sure you love it! Here are some things to think about:

• Companies House requires all limited companies to include either ‘LTD’ or ‘Limited’ at the end of their names. There's technically no difference between the two, so choose whichever you prefer. If you’re in Wales, you can also include the Welsh equivalents, 'Cyf' or Cyfengedig'. 
• You don't have to trade under your registered name or use LTD or Limited in your day-to-day operations. This is called your ‘business name’ or ‘trading name’.
• Your company name must be unique or not too similar to an already registered company name. If someone makes a complaint that your name is too like theirs, you might have to change yours. When you start your registration, you'll be able to search for names to see if they’re available.
• Your company name cannot be offensive or contain sensitive words, as decided by Companies House.
• Companies House also has rules on how to display your company’s name across different media.

2. A registered office and email address

Anyone who sets up a limited company has to provide a registered office and email address. That can be your home address or a dedicated business address, if you have one, but can't be a PO Box. You or someone who represents your company must be responsible for collecting post and where necessary, confirming delivery to the sender. 

This address must be in the UK and within the same country as the company you’re trying to form. So if you're registering your company in Scotland, say, its registered office address must also be in Scotland.

Your email address is solely for contacting you and will never be used on the public record. 

3. Choose your officers of the company

Company director

Every UK limited company must have at least one director, responsible for running and overseeing the company. This is likely to be you. You must be over 16 and not be disqualified from being a director previously. You don’t need to live in the UK, but you must have a UK registered office. You’ll be responsible for filing your annual tax and company returns honestly and on time and keeping an up-to-date register of directors and shareholders. GOV.uk has excellent resources to help you understand the responsibilities of a company director.    

If you want to apply for a Zempler business account as well, you must be 18+ and a UK resident. Find out if you're eligible.

Shareholders

Every UK limited company must have at least one shareholder. That can be you or someone else. A shareholder is someone who owns part or all of the company as ‘shares’, which represent company ownership. Most limited companies are 'limited by shares', which means shareholders aren't typically personally liable beyond their investment in the company. You should get independent financial and legal advice on the shareholding structure best suited to your company. 

Being a shareholder entitles you to a share of the company profits, as well as a say in important company issues like appointing new directors.  

You can register as many shares in the company as you want. If you’re the only shareholder, you’ll only need one share to own 100% of the company.

If you own shares in the company, you could be entitled to a dividend payment each year, some of which you don't have to pay tax on. As always with such matters, it’s worth getting independent financial advice on this.

Company secretary 

It’s not mandatory, but some directors find it useful having a company secretary to take on some of their responsibilities. Your company secretary could also be a director at the company but can't be the company’s auditor or anyone classified as an ‘undischarged bankrupt’ – unless they have permission from the court.

4. Declare who your person with significant control (PSC) is

Your company’s PSC is the person you decide will control or own your company. They can also be called ‘beneficial owners’. Every limited company has at least one PSC but you can have more – for example other directors and shareholders. Company PSCs normally have:

• More than 25% of shares in the company
• More than 25% of voting rights in the company
• The right to appoint or remove most of the board of directors

When you’re just starting out, your company PSC can be just you or another person, but you can always change or add more at any time as your company grows. 

5. Get your memorandum and articles of association

Every company formation demands you have certain documentation. These are:

1. Memorandum of Association – A legal statement declaring the company is formed. This should always be created for you automatically no matter if you’re registering online through Companies House or with another organisation like a UK bank or company formation service. 
2. Articles of Association – All limited companies must have articles of association, which are the rules on how to run the company. You can choose to use ‘model articles’ or write your own and upload them when registering through Companies House. Register your company through Zempler and we'll provide you with the ‘model articles’ as part of your application. 

Register your company with Zempler and we’ll give you £100

Set up your company with Zempler and apply for a business bank account in minutes. 

Register today.

 

Please note, the content in this article is not guidance from Zempler Bank. It makes no representations or warranties of any kind, explicit or implied with respect to the contents of this article. Without limitation, Zempler Bank specifically excludes and disclaims all express or implied warranties and conditions to the extent permitted by law, and any action taken using such content is strictly at the user’s risk.