Guide to Company Incorporation in the UK 2023

What Is Incorporation of a Company?

So what exactly is company incorporation? It’s a technical-sounding term — but its meaning is quite simple. Company incorporation is the process by which a new (or existing) business registers as a limited company.

A limited company is a helpful structure for entrepreneurs since it’s entirely separate from you. Your risk is — as the name suggests — limited. Any debt, losses, or legal claims associated with your company are not your responsibility. The company is a distinct legal entity. A ’person’ in its own right.

Many people in the UK, by comparison, are sole traders. This means the company and the owners are one and the same. A limited company clearly demarcates the person and their business.

This is a great benefit — but it’s more admin. Like anything in life, it’s a trade-off. But one that’s worth making if you’re serious about growing your business long-term.

How To Incorporate a Company

Right, so you’ve decided that a limited company is the right corporate structure for you. Long term, it’s a good move (in our humble opinion). But there are a few things you need to determine and sort out beforehand.

Here’s what you need to form a company:

Incorporating a new company

In simple terms, incorporating a company is the process of registering your business as a limited company with Companies House. Companies House is the UK Government’s official registrar of companies.

By incorporating a company, you create a distinct legal identity. That is, you and your business are, essentially, separate ‘people’. If things don’t go to plan, you are protected from the liabilities incurred.

Proposed name

Your business needs a name, doesn’t it? Decide on a name that really captures the essence of your business. Be literal or a bit more metaphorical.

Just remember, there are a few restrictions. Any company name that suggests a link to an official body, the monarchy, or a charity cause must be approved beforehand. Obviously, any naughty words or hate speech are forbidden.

Name principal business activity

To identify what your principal business activity is, Companies House use what’s known as a SIC code, or Standard Industrial Classification code. This is a unique sequence of five numbers representing a specific economic activity.

When you register your business, you must provide at least one SIC code to describe the type of trade carried out by your company. If your business is varied or complex, you can use up to four SIC codes.

Provide registered office

Your business needs an official HQ. This can be anywhere in your chosen jurisdiction (England and Wales, Scotland or Northern Ireland). But it must be a physical, occupied building. A PO box is not suitable.

Note, however, that this address is not necessarily where you work. It can, for instance, be the address of your adviser or accountant.

Provide company officers details

The government defines an «officer» of a company as a director, manager or (company) secretary. These are the people who run or own the company.

Companies House needs to know the details of these people. And if things change down the line, you can alter your details with Companies House.

Company directors

While your company is its own separate legal entity, it does need at least one human face. This person is known as a company director. The director is, as you may suspect, responsible for managing your business.

There must be at least one director, but your business may also have several directors. The directors can also be foreigners or based overseas.

Company secretary

A company secretary’s primary role is to keep your company compliant with the law. In the past, you needed a specific company secretary to incorporate. Today, that isn’t necessary. Any director can assume this role.

However, many businesses still like to appoint a specific secretary. This is done to lighten the admin workload for directors and to keep the business compliant.

Details of shareholders

This is the owner (or owners) of your business. It is different from a director (since a director is not necessarily a shareholder and vice versa). You can, however, be a shareholder and a director simultaneously.

Before incorporating your business, you need to discern what shareholders there are in your business.

People with significant control

A person with significant control (PSC) is a person who owns or controls your company. A frequent term for a PSC is a ‘beneficial owner’.

You have to let Companies House know who your PSCs are when you incorporate. If this changes, you must let Companies House know.

Memorandum and articles of association

These are the ground rules of your business. It sets out things like roles and responsibilities, how directors are appointed or removed, and how meetings will be held and recorded.

It’s an important foundation for your limited company. Not just legally, but in general. The UK government actually has model articles you can use. If you need something more bespoke, speak to an adviser.

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Documents Required for Incorporation of Company

Application to register a company (form IN01)

This form is sent to Companies House (the statutory body in the UK that incorporates businesses. The form should be sent alongside the appropriate fee. The standard fee for electronic filing is £12 (and £27 for community interest companies).

Memorandum of association

A legal document signed by directors, shareholders and guarantors formally agreeing to the articles of association. Companies House will generate this for you.

Articles of association

The constitution of your business. This document outlines the roles and responsibilities of your company directors, and shareholders and how daily affairs will be conducted. You can also simply adopt model articles (which are provided by the government) in their entirety.

Additional information

If your application includes a sensitive word or expression, the government must first approve it. There are a list of these terms on .gov. Usually, it’s if your name suggests some sort of official or charity connotation.

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