Business registration & legal

How to Set Up a Limited Company in the UK (2026 Step-by-Step Guide)

Set up a limited company in 2026: Companies House steps, the £100 fee, SIC codes, registered office rules, director ID verification, PSCs and filings after.

Photo of Sumeet YadavEdited by Sumeet YadavFounder & editor, MSMETOOLS · fact-checked against official sources
Updated October 2026 Verified against official sources 7 October 2026 13 min read
How to set up a limited company in the UK — MSMETOOLS guide cover
Contents (9)
  1. 1. What a limited company is (and when to choose one)
  2. 2. Before you start: what you need ready
  3. 3. Directors' identity verification (ECCTA)
  4. 4. Shareholders, PSCs and articles of association
  5. 5. How to register your company: step by step
  6. 6. After incorporation: bank, tax and payroll
  7. 7. Ongoing filings: your first-year calendar
  8. 8. Common mistakes to avoid
  9. 9. What to do next

Setting up a limited company in the UK takes an afternoon and costs £100 online. The rules changed sharply in 2024 to 2026: the fee has risen twice, every director must now verify their identity, and registered office and email rules are stricter. This guide walks through each step on the Companies House service in 2026. It covers what you need ready, what happens after you incorporate, and the filings you must keep up with in year one.

Quick answer

To set up a private limited company, you register it with Companies House online for £100. You'll need a company name, a UK registered office and email address, at least one director aged 16 or over who has verified their identity, at least one shareholder, a SIC code and articles of association. Most companies are registered within 24 hours.

  • Every director needs a Companies House personal code — get one free through GOV.UK One Login

  • Fees: £100 online, £124 on paper, £156 same day

  • HMRC sets up Corporation Tax automatically; tell HMRC within 3 months that you've started trading

  • After that: an annual confirmation statement (£50), annual accounts and a Company Tax Return

What a limited company is (and when to choose one)

A private limited company is a separate legal person. It owns its assets, signs its contracts and owes its own debts. Shareholders' liability is limited to what they paid, or agreed to pay, for their shares. A director runs the company and has legal duties. One person can be the only shareholder and only director.

Most trading businesses are limited by shares. Companies limited by guarantee are usually non-profits and charities. This guide covers companies limited by shares.

Compared with being a sole trader, a company costs £100 to register rather than nothing. It puts your name, your shareholding and the company's accounts on a public register. And it adds yearly filings: a confirmation statement, accounts, a Corporation Tax return and usually payroll. In return, you get limited liability, and profits are taxed at 19%–25% Corporation Tax. You then pay personal tax only on the salary and dividends you take out.

A company makes most sense when you want limited liability, plan to keep profits in the business, are raising investment or are working with clients who only hire companies. At modest profits, the tax saving is often smaller than people expect. Our sole trader guide runs the numbers at £40,000 of profit.

Before you start: what you need ready

Have these ready before you open the Companies House service

0/10

Choosing the name

Search the Companies House register first. Your name can't be the same as an existing company. Differences such as punctuation, "UK" or a plural "s" don't count — "Hands UK Ltd" is treated as the same as "Hands Ltd". If someone complains that a name is too like theirs, you may have to change it. Names can't be offensive. They also can't use sensitive words, such as "Accredited", or suggest a link to government without permission. A company registered in Wales can end in "Cyfyngedig" or "Cyf". Our business name generator can help you brainstorm, but check trade marks before you commit.

Registered office and email address

Since March 2024 the registered office must be an "appropriate address":

  • It is a physical address in the UK, in the same country the company is registered in.
  • Post sent there will reach someone acting for the company.
  • Deliveries can be signed for.

A PO Box can't be used. The address is public, so many directors use their accountant's office or a paid registered office service rather than their home. You must also give a registered email address. It isn't published, but Companies House will use it to contact you.

Modern office buildings at Cambridge Business Park
A registered office must be a real UK address where post is dealt with. Many small companies use their accountant's office to keep a home address off the public register.· Image: Hugh Venables (geograph.org.uk) (CC BY-SA 2.0)

SIC codes

A Standard Industrial Classification (SIC) code is a five-digit number that describes what the company does — for example, 62012 for business and domestic software development or 56101 for licensed restaurants. Pick the closest code from Companies House's condensed SIC list. Codes that aren't on the condensed list can get your filing rejected. You can give up to four codes and change them later on your confirmation statement.

Directors' identity verification (ECCTA)

The Economic Crime and Corporate Transparency Act 2023 (ECCTA) brought in the biggest change to company formation in decades. Since 18 November 2025, identity verification has been a legal requirement.

Identity verification rollout

4 Mar 2024

Appropriate registered office address and registered email address rules start

18 Nov 2025

New directors must verify to incorporate or be appointed; new PSCs must verify

18 Nov 2025 – Nov 2026

12-month transition: existing directors give their personal code with their next confirmation statement

By mid-Nov 2026

Existing PSCs verify within 14 days starting from their birth month (or the confirmation statement date if also a director)

Future date

People filing for others must register as an authorised agent

How to verify:

  • GOV.UK One Login — free. Use a biometric passport, a UK photo driving licence or a UK biometric residence permit or card. Most people use the GOV.UK ID Check app. If you're a UK resident without suitable photo ID, you can verify using bank details or at a Post Office.
  • Through an Authorised Corporate Service Provider (ACSP), such as an accountant or formation agent. They may charge for this.

Either way you get a Companies House personal code. You enter it for each role you hold, and you normally only verify once. If you're setting up a company with a co-founder, ask them to verify early. One unverified director blocks the whole incorporation.

Shareholders, PSCs and articles of association

Shares and shareholders

You need at least one shareholder. There's no maximum. Most small companies issue a small number of ordinary shares at £1 each — for example, 100 shares split between founders. Each shareholder's liability is capped at what they've agreed to pay for their shares. The statement of capital records how many shares there are, their value and the rights attached to them.

People with significant control

A person with significant control (PSC) is anyone who:

  • holds more than 25% of the shares
  • holds more than 25% of the voting rights
  • can appoint or remove a majority of the board, or
  • otherwise has significant influence or control.

Companies House publishes PSC details (only the month and year of birth are shown). The company must keep its own PSC register. When a PSC changes, update that register within 14 days, then tell Companies House within a further 14 days. PSCs must verify their identity too.

Memorandum and articles

The memorandum of association is a short statement, signed by the first shareholders, that they agree to form the company. The articles of association are the company's rulebook. Most small companies adopt the government's model articles by ticking a box. Founders with co-investors often add a shareholders' agreement covering things like leavers, vesting and deadlock. It isn't filed publicly.

On incorporation you also confirm that the company is being formed for a lawful purpose — another ECCTA requirement.

How to register your company: step by step

Incorporate a private limited company online

  1. 1

    Verify every director's identity

    Each director (and PSC) verifies through GOV.UK One Login or an ACSP and gets a personal code.

    Verify your identity for Companies House
  2. 2

    Start the Companies House service

    Sign in to Companies House's online registration service with GOV.UK One Login and choose a private company limited by shares.

    Register your company
  3. 3

    Enter name, address and email

    Add the company name, registered office (with jurisdiction) and the registered email address.

  4. 4

    Add officers, shares and PSCs

    Enter each director's details and personal code, the shareholders and statement of capital, and PSC details.

  5. 5

    Choose SIC codes and articles

    Pick up to four codes from the condensed list and choose model articles or upload your own. Confirm the lawful purpose statement.

  6. 6

    Pay and submit

    Pay £100 by card. You'll usually get the certificate of incorporation by email within 24 hours.

    Tip: Need the company today? Some software filers offer same-day registration for £156.

The certificate of incorporation shows your company number and the date the company was formed. That date is when the company exists — and when your deadlines start running.

Companies House headquarters building in Cardiff, where UK limited companies are registered
Companies House in Cardiff runs the register of UK companies. Online incorporation costs £100 and usually takes about 24 hours.· Image: No Swan So Fine (Wikimedia Commons) (CC BY-SA 4.0)

What it costs

ItemCost
Online incorporation£100 (was £12 before May 2024 and £50 until 31 January 2026)
Paper incorporation (IN01, 8–10 days)£124
Same-day incorporation (software)£156
Identity verification via GOV.UK One LoginFree
Confirmation statement, every year£50 online
Registered office service, accountant, bankVaries by provider

A formation agent's "£X package" is the Companies House fee plus their own charges. You can always file directly with Companies House. Use the startup cost calculator to budget the rest.

After incorporation: bank, tax and payroll

  1. Open a business bank account. It isn't a legal requirement, but the company's money must be kept separate from yours. Banks will ask for your company number and ID for the directors and major shareholders.
  2. Corporation Tax. Registering online sets the company up for Corporation Tax automatically, unless it's dormant. HMRC posts the company's UTR to the registered office. Tell HMRC within 3 months of starting business and add Corporation Tax to your business tax account. Rates, marginal relief and deadlines are in our Corporation Tax guide.
  3. PAYE. If you'll pay any salary, including to yourself as director, register as an employer before the first payday.
  4. VAT. Register if taxable turnover passes £90,000 in any rolling 12 months, or voluntarily. See VAT registration.
  5. Display your details. The company name must appear at the registered office and on your website, invoices and letters. Invoices must also show the company number and registered office.
  6. Taking money out. Directors usually take a salary plus dividends. Dividends can only come from profits after tax. See dividend tax.

Ongoing filings: your first-year calendar

Take a company incorporated on 1 November 2026. Its accounting reference date is the last day of the month in which the anniversary falls — 30 November.

Example — company incorporated 1 November 2026

By 1 Feb 2027

Tell HMRC the company is active (within 3 months, if it starts trading straight away)

31 Oct 2027

Confirmation statement date; file within 14 days (£50)

30 Nov 2027

First accounting period ends (13 months: two Corporation Tax periods)

1 Aug 2028

First accounts due at Companies House (21 months after incorporation)

1 Aug 2028

Corporation Tax due for the first 12-month period (9 months and 1 day after it ends)

31 Oct 2028

CT600 due for the first 12-month period

After the first year, accounts are due 9 months after each year end. Late accounts bring automatic penalties: £150 if up to a month late, rising to £1,500 after six months. Penalties double if you're late two years running. Companies House can also strike off a company that doesn't file. From 1 April 2028, accounts must be filed with Companies House using commercial software. HMRC's free Company Tax Return service has already closed.

Keep your statutory registers up to date: members, directors, PSCs and charges. Report changes to directors, PSCs or the registered office to Companies House promptly.

Common mistakes to avoid

  • Using your home as the registered office without thinking. It goes on the public register for good. Removing it later is possible but takes effort.
  • Leaving ID verification to the last day. A co-director without a personal code holds up incorporation or the confirmation statement.
  • Taking money out as "drawings". Money you take out that isn't salary, dividend or a repaid loan goes on a director's loan account and can trigger extra tax.
  • Forgetting the long first period. If your first accounts cover more than 12 months, you have two Corporation Tax periods and two returns.
  • Ignoring the registered email. Companies House sends reminders and compliance notices there.

What to do next

Get your personal code first, then reserve an afternoon for the Companies House form. Once you have your certificate, open the bank account, set up Corporation Tax and PAYE, and put the first-year dates in your calendar. Budget your first year with the free budget planner, and send your first company invoice — with the company number and registered office on it — using the invoice generator.

This is general information, not legal or tax advice — confirm on the official source or with a professional.

Frequently asked questions

Registering online with Companies House costs £100, paid by card. That fee doubled from £50 on 1 February 2026. A paper IN01 costs £124, and same-day registration through software costs £156. Verifying your identity through GOV.UK One Login is free. Budget for the £50 annual confirmation statement and accountancy fees as well.

Sources & verification

Figures on this page were checked against the sources below when it was last reviewed on 7 October 2026. Each rate and limit is stored once with its own official source and review date, and official update channels are monitored daily so changes are picked up. How we verify

  1. 1.Set up a private limited company (printable guide) — GOV.UK · accessed 7 October 2026
  2. 2.Register your company — Companies House / GOV.UK · accessed 7 October 2026
  3. 3.Companies House fees — Companies House · accessed 7 October 2026
  4. 4.Companies House fees are changing from 1 February 2026 — Companies House · accessed 7 October 2026
  5. 5.Companies House confirms identity verification rollout from 18 November 2025 — Companies House · accessed 7 October 2026
  6. 6.When you need to verify your identity for Companies House — Companies House · accessed 7 October 2026
  7. 7.Verify your identity for Companies House — Companies House · accessed 7 October 2026
  8. 8.Standard industrial classification of economic activities (SIC) — Companies House · accessed 7 October 2026
  9. 9.Life of a company — annual requirements: accounts — Companies House · accessed 7 October 2026
  10. 10.Prepare annual accounts — penalties for late filing — GOV.UK · accessed 7 October 2026
  11. 11.File your company's annual accounts with Companies House — Companies House / GOV.UK · accessed 7 October 2026
  12. 12.Corporation Tax: trading and non-trading — HMRC / GOV.UK · accessed 7 October 2026
  13. 13.Keeping your SIC code accurate — Companies House blog · accessed 7 October 2026
  14. 14.Companies House fee increases from 1 May 2024 — Inform Direct · accessed 7 October 2026

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