Company Formations

What is a Company Authentication Code / WebFiling Authentication Code?

The authentication code is a six-digit alphanumeric code issued by Companies House to limited companies. It serves as a company’s official digital signature and indicates authorisation to file online on behalf of a business.

Businesses use it to file on the following Companies House platforms —

• Companies House using WebFiling
• Find and update company information
• third-party software by a company formation agent

How do you get an authentication code sent to your company's registered office address?

To get your code, register for WebFiling and follow the steps below.

• Sign in to WebFiling.
• Select either 'Your companies' or 'File for a company'.
• Enter the company number and select where the company was registered.
• Select 'Help with authentication code', then 'I do not have an authentication code'.

Companies House will post to your company’s registered office and take about 5 working days to arrive. For privacy and security reasons, Companies House will not send your code to an email ID or tell it to you over the phone.

However, if you incorporated your company through a formation agent, you’ll most likely have the code immediately after incorporation through their online client account.

How do you request an authentication code from Companies House to be sent to a director’s home address?

In response to the impact of COVID-19, Companies House set up a service that allowed company directors to request authentication codes to be sent to their home address instead of the registered office.

To use the service, all you have to provide is —

• the company number
• to sign in to or create a Companies House account, which is different from a WebFiling account

You cannot use this service if the company:

• has filed a document online in the last 30 days
• is not based in the UK
• is not a limited company or limited liability partnership (LLP)
• is dissolved

It takes around 5 working days for an officer to receive an authentication code at their home address.

How to use your code to file online using the webfiling service

You need your Companies House authentication code for all electronic filings through the WebFiling service, including —

• Notice of change of company name
• Change of company details, including confirmation statements and return of allotment of shares
• Appoint a new director or company secretary, or termination.
• Change of registered office and SAIL address
• Annual account filings include changes in accounting reference dates and dormant accounts.

To file, change, or update your company information online, you'll need your:

• email address
• password
• company registration number
• authentication code

It's faster and cheaper to file online since paper form filing fees are higher, and it can take weeks before you get an acknowledgement that a document has been received and approved. However, the online filing process has built-in checks to decrease errors and associated rejections.

You’ll need the code for any of the following official electronic filing channels —

• Companies House WebFiling
• Find and update company information
• third-party software filing service courtesy of an accountant or the agent who formed your company.

To use third-party software, you’ll need to set up an online filing account to get a presenter ID and presenter authentication code.

See also: How to File a Confirmation Statement With Companies House.

How to change your code

You can change the company authentication code as many times as needed to something more memorable but not obvious.

If you suspect an authorised person might know the code or if your company management structure has changed, follow the steps below.

Please note the change will take effect immediately. Therefore, it is important to notify anyone who files on your behalf.

How to cancel your code

To cancel your code, log in to the web filing service and follow the steps to change the code. Once you get to step 6, click to tick the box "I wish to cancel the company authentication code."

As soon as you cancel the authentication code, you can no longer file documents electronically with Companies House. You will have to submit paper filings instead.

If you wish to resume electronic filing, you will need to request a new authentication code from Companies House, which will be sent to your company's registered office address.

What to do when you have lost your company authentication code

If you find yourself in the situation of having lost your company authentication code, follow these steps to request a new one:

• Sign in to WebFiling.
• Select either 'Your companies' or 'File for a company'.
• Enter the company number and select where the company was registered.
• Select 'Help with authentication code', then 'I do not have an authentication code'.

It's important to note that if you previously had an authentication code, Companies House will send you a reminder rather than issuing a new code.

How to protect your authentication code and company details

To protect your company authentication code and other company’s details, it is essential you do not disclose it to any unauthorised person. Consider the following tips for enhancing the overall security of your company.

• Keep people on a need—to—know basis—Access to your company's sensitive information, including the authentication code, should be on a need-to-know basis. If you are working with an agent, ensure they also have a strict disclosure policy governing how they’ll handle your code. 
• Do not disclose your code through unsecured channels. Avoid responding to telephone or email requests for your code from unauthorised persons. There are reported cases of fraudsters posing as Companies House and requesting the code through the phone or email. Ignore such requests. 
• ‍Change it regularly — Over time, your company’s authentication code may become vulnerable due to breaches or leaks. Therefore, it is essential to maintain a consistent schedule of changing the code to reduce the risk of unauthorised access.

What is Companies House Webfiling

Webfiling service is a free online portal that enables business owners to submit statutory documents directly to the government in compliance with their filing requirements.  

You can use it to file the following documents (GOV.UK links) —

With the multiple filing requirements, the advantage of using the online platform is that it's quicker than filing out paper forms. Submitting is instant, and built-in checks help users avoid errors and rejection.

How do I create my Company Webfiling Account?

To create your Companies House online profile, follow these steps —

How do I use the Company Authentication Code for Online Filing and Update Company Details?

The authentication code is a 6-digit alphanumeric code issued to each company. The code is used to file information online and is the equivalent of a company officer’s signature.

You’ll need an authentication code to file your information online via webfiling or a third-party software.

See also: Companies House Company Authentication Code for Webfiling

How to get your company authentication code

To request your code, create an account or sign in to Companies House WebFiling and follow the instructions. Your code will be sent by post to your company’s registered office - it can take up to 5 days to arrive. If your company already has a code, they’ll send you a reminder.

How to use the WebFiling and Protected Online Filing (PROOF) Service

PROOF is a free service designed to protect your company from unauthorised changes by preventing the filing of certain paper forms changing the following details —

• changes to your registered address
• changes to your officers (appointments, resignations, or personal information)
• changes to your company name by special resolution

According to Companies House, there are about 50 to 100 cases of corporate identity fraud every month, which include fraudsters hijacking companies by changing the details of their directors and registered offices.

How to Sign Up for Email Reminders for key filing deadlines

The Companies House e-mail reminder service sends you alerts whenever your company's annual accounts and confirmation statements are due. 

As you subscribe for the alerts you can — 

• choose up to 4 people to receive a notification (including an accountant, formations, or company secretarial agent)
• file your document immediately from a link within the alert
• receive reminders more conveniently
• avoid late filing penalties by filing your accounts on time
• use less paper, contributing to saving the environment

To set up, follow the steps below 

1. sign into your online service account: https://idam-ui.company-information.service.gov.uk/ 
2. Select ‘Activate e reminders’ from your company overview screen.
3. Select ‘Add an e mail address’.
4.  Enter your e mail address (a maximum of 4 for each company).
5.  Follow the link in the email from Companies House to validate your e mail address.

How to File Your Company's Confirmation Statement and Other Forms or Documents

Your statement must be submitted to Companies House within 14 days of your due date.

Once you’ve logged into your online filing account, click on the “file confirmation statement” on your company overview screen. 

On the screen that loads up next, you can change the date of your next statement and report if your company has admitted to trading on a market. 

Click on “next” after you’ve made the necessary adjustments. On this page, you can now verify that the information Companies House holds about your business is correct and up to date.  

See also: How to File a Confirmation Statement With Companies House

How to Use the Find and Update Service for Company Filings

In addition to the Web Filing, you can also use the Find and Update Company Information Service accessible through https://find-and-update.company-information.service.gov.uk/

As the name suggests, it is a portal for finding information and uploading certain information to the Companies House register.

Using the platform, you can search for a company by name, registration number, or officer. By selecting the link to a company of interest, you should be able to access information such as 

• the registered address
• current and resigned officers
• date of incorporation

You’ll also be able to view the filing history and download accounts and confirmation statements if available.

Once you surface a company name, you’ll get the option for filing for that particular company. To access your Find and Update Company Information account, you cannot use your webfiling credentials. Instead, you must sign in with a Companies House email ID and password. 

To sign up, you’ll need to register with an e mail address, where an activation mail will be sent.

A limited company can only file abridged or full accounts and a change to a registered office using the find and update company information service. There are plans to add filings for — 

• other types of accounts
• confirmation statements
• officer appointments
• changes to the company details

What Is a Company Registration Number (CRN)

A company registration number comprises 8 numbers or 2 letters followed by 6 digits. It is issued by Companies House to identify limited companies in the UK. 

Sometimes, it may also be referred to as a company number, Companies House number, incorporation number, or business registration number. 

What Is the Format of a Company Registration Number

A CRN can take several forms depending on the jurisdiction of your company formation or the type of company you incorporate. See the table below for details.

Table notes: *While the Northern Ireland Limited Liability Partnerships prefix is NILLP, when a user signs into webfiling, only the prefix NC, not NILLP, is required and displayed. Some older Northern Irish companies have CRNs with the letter ‘R’ followed by 7 digits, but these numbers are no longer issued.

How to Find Your Company Registration Number?

One of the main places to find the number is on your incorporation certificate from Companies House.

Other places you can locate your CRN number include —

• Official correspondence with Companies House or HMRC.
• Visit Companies House - GOV.UK register and search for a company by name, the result will show the CRN.
• If you’ve changed your company name recently, you can locate the CRN in the change of company name certificate.
• Review emails or correspondence from your company formation agent or accountant. They may regularly cite your incorporation number in their communication.

Your CRN Is Different From Other Numbers

Your Company Registration Number (CRN) serves as a unique identifier for your company within government records. However, it's crucial to distinguish it from other numbers used by various agencies. Below is a breakdown to clarify.

How Companies House Uses Your CRN for Webfiling

Companies House requires that you provide your CRN WebFiling to enable them to identify and distinguish your company from the other registered entities. 

The unique number ensures that any filings or submissions you make through WebFiling are associated with the correct company record in the database.

Read also: How to File Company Information Online Using the Companies House Webfiling Service.

At What Point Will You Need a Company Registration Number? 

CRNs are required for any activity that requires signing in to the online filing system and make changes to your company records through either WebFiling or the Companies House account. 

Such filings and amendments include — 

• Making your Companies House filings including – 
  • Submitting annual returns
  • Filing your accounts
  • Filing copies of resolutions
• Amending company information with the registrar such as –
  • Company name change applications
  • Changing your registered office address and Single Alternative Inspection Location (SAIL) address
  • Your Accounting Reference Rate (ARD)
• Adjusting your company structure, or company officer details which may include — 
  • Adding a new company secretary or secretary
  • Removing an existing company director or secretary
  • Changing the details of directors and secretaries
  • Increasing capital of shares
  • Issuing share certificates.
• In your tax-related dealings with HMRC in the following cases for example — 
  • Registering for VAT
  • Paying your Corporation Tax, VAT, or income tax. 
  • Filing Company Tax Returns
  • Issuing dividend vouchers
  • Making national insurance contributions through PAYE

You’ll also need your CRN for official purposes such as opening a business bank account, signing contracts on behalf of your company, and applying for funding or tenders. 

Where do I need to display my Company Registration Number?

You are legally expected to display your limited company’s registration number on all your company stationery, including but not limited to —

• Letterheads
• Emails
• Invoices
• Receipts
• Online content
• Order forms

How to Register for a Company Registration Number

Your CRN will be provided by Companies House upon registration. There is no separate registration process to get a company number. As soon as your new limited company or Limited Liability Partnership (LLP) is registered, the number will be referenced in your digital certificate if you registered online or a paper certificate by post if you set up a limited company using a paper application. 

Will I get a new CRN number if I change my business name?

No. Your CRN will not change when you change your business name. 

It remains the same for the life of your company since it's the main way Companies House uses to identify your business regardless of any changes in name, address, directors, shareholders, or business activities.

Instead, you’ll simply receive a ‘certificate of incorporation on change of name’ from Companies House, which will contain the new name, date of change, and the same CRN number. 

Please note that the change of name certificate does not replace the original certificate of incorporation.  

Is a company registration number the same as a tax number?

No. CRNs are issued by Companies House as unique identifiers for individual companies on the register, whereas company tax numbers are unique 10-digit codes that HMRC assigns to companies to track tax records.

Just like with CRN, you do not have to apply for your UTR number, HMRC will automatically give you one as soon as your company is registered with Companies House. 

Do sole traders and ordinary partnerships get company registration numbers?

No. CRNs are only issued to limited companies and LLPs, including companies limited by guarantee because they are incorporated or registered at Companies House and are required to file statutory records.

A company limited by guarantee is a type of limited company in the UK registered to advance the objectives of non-profits such as clubs, charities, societies or any other institution seeking to function under the protection of limited liability.

Company Limited by Guarantee

As stated, a private company limited by guarantee is registered with Companies House, the official registrar of companies. Unlike a private limited company (ltd), the company does not have shareholders or a framework for raising funds through share capital. However, it has guarantors whose liability is limited to the value of the nominal guarantee they pledge. 

Formation Requirements

• Company name, subject to the same rules as one limited by shares.  
• Director and guarantor details, including name, date of birth, nationality, residential address, and service address. Guarantors can be individuals or a corporate body with perpetual succession. 
• Governing documents, which include articles and memo of association. 
• Details of persons with significant control (PSCs), including full name, date of birth, nationality, residential address, service address, nature of control, and three security details for online signature.
• A registered office address.
• Bank details.
• A service address for the initial subscribers, which will appear in the company public register.‍
• Standard Industrial Classification (SIC) code that describes the business activity.

Read also: Director Service Address vs Registered Office Address 

Key Features 

• The company is a legal person separate from its owners.
• Offers limited liability protection, restricting the liability of the members to the value of the guarantee provided at the point of formation. 
• Incorporated and regulated by the Registrar, subject to the Companies Acts. 

Company Structure

A company limited by guarantee works through the following structure — 

• Directors (at least one) — Like a Ltd, members must appoint directors to manage its day-to-day operations. 
• Committee and powers — Directors can delegate certain responsibilities to sub-committees. 
• At least one guarantor — Similar to shareholders, they guarantee to pay a certain sum in case of insolvency. 
• Meetings and voting — The members can attend meetings, vote, appoint, and remove directors. 
• Company secretary — The CLG may opt to appoint a company secretary who helps the director oversee that the company complies with all statutory requirements. 
• A service address for the initial subscribers appears in the company public register.
•  Standard Industrial Classification (SIC) code that describes the business activity.

Filing Requirements

The CLG must file the following documents with the company’s Registrar — 

• Annual confirmation statements 
• Annual accounts
• Report company changes 
• Accounts and company tax returns for HMRC
• VAT Returns, PAYE reports, and Self Assessment tax returns (as relevant)

The company must also maintain a register of members and a register of Persons With Significant Control. 

Suitability 

A company limited by guarantee is suitable for membership ventures seeking to pursue non-profit objectives for the benefit of the members under limited liability protection.

Company Limited by Guarantee Charity

Depending on the registration process, two main types of charity companies are limited by guarantee. These are —

• A charity company is a CLG registered with the Registrar and the Commission. 
• Charitable incorporated organisation (CIO), a CLG registered only with the Commission.

Formation Requirements (Charity Company)

On the side of Companies House registration, the following are the requirements for registering a charity company.

• To register, it is essential to ensure the charity name is available by searching both the company and charity register. 
• The directors of the CLG automatically become the trustees of the charity company, and new trustees can also be appointed to add to the number. 
• Objectives must pass the public benefit test. 
• Governing Documents, including the articles and memorandum of association.
• Registered office address and bank details.

Key Features

• The company is a separate legal entity from the trustees and guarantors
• Liability is limited to the value of charity assets 
• A charity is answerable to both the Registrar of Companies and the Commission.

Structure 

It works through the following structure — 

• Trustees who are responsible for running the entity. 
• Guarantors are members of a company limited by guarantee continue to support the objectives of the venture. 
• PSCs or beneficial owners who exercise control over the company.

Filing Requirements

The CLG must file the following documents with the company’s registrar — 

• Annual confirmation statements 
• Annual accounts
• Report company changes 
• Accounts and company tax returns for HMRC
• VAT Returns, PAYE reports, and Self Assessment tax returns (as relevant)

The company must also maintain a register of members and a register of Persons With Significant Control. 

Read also: Your HMRC UTR Number Explained

Suitability

A charity company is suitable for individuals or entities seeking to implement projects or programs that benefit the public or a target population.

Difference between a Private Company Limited by Shares and a Company Limited by Guarantee

One of the key differences between a private LTD and a guarantee company is how the two legal structures treat profits. In a limited company, shareholders can opt to distribute profits to its members as dividends or reinvest them back into the company. 

But, a company limited by guarantee is by nature a not-for-profit entity and the guarantors can only reinvest profits back into the business to finance their objectives but not withdraw as profits.

Yet, with the above differences, the two structures have the following similarities — 

• Offer limited liability protection to the owners in case of insolvency. They will only be responsible for paying company debts up to the value of shares or guarantee.
• Registered and some of their pertinent details such as registered address, director information, shareholder and guarantor details, and filings are available in the companies register for public scrutiny. 
• Are required to have one director, secretary (for public limited companies though optional for ltds and CLGs) and members (who act as shareholders and guarantors.)
• Established by a memorandum of association, signed by all the initial subscribers agreeing to start the business, and the articles outlining rights, responsibilities, and how the business will manage its operations. 
• Require registered office address, director service address, and company name found to be available by searching the register.
• Have similar routes for dissolution, which can either be by voluntary strike-off, Members' Voluntary Liquidation (MVL) (for solvent companies), Creditors' Voluntary Liquidation (CVL) and compulsory Liquidation (for insolvent businesses).  

For the most part, the same rules and regulations apply to companies limited by guarantee as to companies with a share capital.

See also: The Difference Between a Voluntary and Compulsory Strike Off

What is the process of forming a company limited by Guarantee?

Registering a company limited by guarantee requires the following — 

• A company name: Use the uk company public register of companies to find the available and suitable name for your venture. 
• Registered office and director service address for directors, shareholders and guarantors. 
• Determine your SIC code aligned to the intended activities of your venture
• A limited company by guarantee must have at least one director and guarantor. 
• Statement of guarantee indicating the circumstances during which each subscriber will pay the typically £1 nominal guarantee amount. 

Can guarantors take a share of the profits?

No. Guarantors cannot take out a share of profits because the business structure is designed for non-profit ventures. In case there is surplus income, the entity is expected to reinvest the surplus back into the business. If the members ever decide to take out profits, the company will no longer be considered non-profit and will not be able to apply for charity status. 

What is the difference between a shareholder and a guarantor?

What sets apart a shareholder from a guarantor is their role and expectations within different types of companies. Shareholders are associated with limited companies, whereas guarantors are found in companies limited by guarantee.

Shareholders hold ownership in LTDs and anticipate receiving dividends as returns on their investments. They have a stake in the profits and losses of the company based on the number of shares they hold.

On the flip side, guarantors are connected to companies limited by guarantee. Guarantors are not typically interested in profit-sharing or dividend distributions like shareholders; instead, they serve as a financial backup in case of financial difficulties for the company.

Why set up a limited company by guarantee?

Some of the reasons why members may opt to set up as a CLG include — 

• Personal liability protection — By forming a CLG, the liability of the company’s members is limited to the amount they agree to guarantee in the event of insolvency, protecting personal assets from being used to settle company obligations.
• To pursue objectives that benefit society — The enterprise is able to operate as a legal unit while focusing on its core objectives without the pressure of maximizing profits for shareholders.
• Credibility — Being registered as a limited company can enhance the credibility and reputation of the organisation. It signifies a formal and transparent structure, which can be appealing to stakeholders, donors, and partners.
• Perpetual succession — It offers perpetual succession, meaning it can continue its existence regardless of changes in membership, a feature crucial for organizations with long-term goals and commitments.

Can a Company Limited by Guarantee Lose Its Charitable Status?

Technically, a CLG does not have charitable status, since it's only acquired after the non-profit is incorporated by the Charity Commission and transforms into a charity company. However, it may lose its right to incorporate into a charity if — 

• Members take out surplus profits as personal income;
• If profits are distributed to members as a form of dividend payment.

If the company has already incorporated into a charity, it will lose its status if it takes any of the above actions or fails to — 

• Adhere to its governing documents particularly pursuing its objectives.
• Comply with regulatory requirements such as filing confirmation statements and reports to the commission or the registrar of companies. 

Can guarantors take a share as evidence of ownership?

No. A company limited by guarantee must not and cannot issue shares. The guarantors' evidence of ownership is found in the statement of guarantee, where they pledge to provide a nominal amount in case of insolvency. 

The company’s memorandum of association that lists the subscriber agreement to form the venture also serves as proof of ownership. However, there is no stake given in terms of shares. 

Is an article of association relevant to the formation of a not-for-profit company?

Yes, it is a compulsory governing document for uk non-profit company. It documents how the subscribers intend to manage the enterprise. It contains the following information —

• Directors powers, responsibility and scope for decision making;
• Process of obtaining membership and resigning
• Meetings
• Voting procedures
• Administrative arrangements

See also: Memorandum and articles of association 101

Guarantee companies vs companies with share capital

A CLG is like an ordinary private company limited by shares. However, unlike LTDs, a non-profit has no shares or shareholders and reinvests surplus income to enable the company to run its day-to-day activities. Yet, both entities are required by law to file accounts at the Companies Registration Office and submit annual returns. The CLG is set up for certain objects for the benefit of its members while an LTD is established primarily for profit-making purposes and to provide returns to its shareholders.

Can limited by guarantee companies have persons with significant control?

Yes. A CLG can have PSCs who exercise ultimate control over the company. Despite the unique structure of CLGs without shareholders or capital in the traditional sense, individuals within the organization can still qualify as PSCs if they meet the criteria outlined in the Companies Act 2006. 

An individual or company who fulfils one or more of the following conditions qualifies as a PSC - 

• Directly or indirectly holds more than 25% of the voting rights.
• Directly or indirectly holds the right to appoint or remove a majority of directors.
• Otherwise has the right to exercise significant influence and control.

Company name requirements for guarantee companies

CLG naming requirements are the same as the business name requirements for private limited companies. Your CLG name must not — 

• Be too similar or identical to an existing corporation name;
• Imply any connection with the UK government, local authority or any agency;
• Include sensitive words like “Charity” without the appropriate permission;
• Be offensive, inappropriate or likely to cause harm; and
• Suggest criminal activity or be contrary to public interest.

What is the difference between a Charitable Incorporated Organisation (CIO), a Community Interest Company (CIC) and a Company Limited by Guarantee (CLG)?

The main difference between a CIO and a CIC lies in their legal structure and statutory oversight as explained in the table below.

Whether you live in the UK or are a foreigner seeking to do business in the UK without living here, there are various ways to set up a company and make yourself official. Fortunately, you can form a new company in less than one working day. Determine your goals and the appropriate company structure to get started. 

How to Register a Company in the UK (Company Structure and Formation Guide)

There are three basic formats a UK company registration can take – 

All of them are suitable for different business types, so choosing the right one is the first step towards registering a company.

Register as a Sole Trader

Also known as a sole proprietorship, it is a type of business with one owner. You can trade under your name or use a business name as a sole trader. It is the simplest business structure in the UK and may suit freelancers or other solo entrepreneurs. 

You can register as a sole trader if you’ve earned more than £1,000 from self-employment in the last tax year - (6 April of the last year to 5 April of the current year). Register by 5 October of your second tax year of business.  

To register as a sole trader, enroll for self-assessment and class 2 national insurance through their business tax account if your profits exceed the £6,725 threshold. You’ll need a government gateway ID and password to access the account. 

However, registering for self-assessment is different from registering a sole proprietorship. It allows you to report your income, including self-employment income, to HMRC. 

Set Up a Limited Company In the UK 

In most cases, registering a company requires at least one director and shareholder for the business to become a separate legal entity with distinct rights. You can be a sole company director and shareholder of your own business. You can also add more directors and shareholders in the future if you decide to expand your company.

Compared to other company incorporation UK formats, a limited liability company has more compliance requirements, which come with added benefits, including protecting your personal finances in case the business encounters financial difficulties or fails. If you want to take the hard work out of officially forming your business, consider using our company set-up service and save yourself the extra effort. It is a simple two-step method where you order online, and we contact you for the necessary information to swiftly and securely register your company with Companies House.

Types of UK LTD companies you can form include — 

Limited Liability Partnerships (LLPs)

A limited liability partnership has at least two members (people or a company known as a corporate member) coming together to own and run the business jointly. Even though all the members have equal rights over the business, the law requires that at least two of them be designated as responsible for ensuring compliance with statutory requirements.

The partners must register for self-assessment since the LLP does not pay corporation tax, but each member is taxed on their share of profits as a self-employed individual. However, the members are not liable for debts if the business fails to pay. 

To register, you’ll need an acceptable business name, a registered address in which your principal place of business will be publicly available, two designated members, and an agreement that outlines how the LLP will be run. Once you have the requirements, you can register your LLP with Company House. Leverage Your Virtual Office London LLP registration service for a swift and affordable process.

Set Up a Private Limited Company (Limited By Shares of Guarantee) 

A company must either be limited by guarantee (CLG) or shares (LTD). An ltd is a profit-making business owned by shareholders with certain rights. The corporation is divided into shares, each assigned a nominal value, which reflects the initial face value of the shares, which may or may not align with the actual market value.  

CLG, on the other hand, is for a non-profit, such as a social enterprise, charity, association, or club, owned by members who act as guarantors of the company's liabilities, and each member undertakes to contribute an amount specified in the articles in the event of insolvency or the winding up of the entity. It does not have shares or shareholders.

To set up an LTD company online, you’ll need to choose a name according to Companies House rules. Next, you will need to appoint the company officers, which typically include directors, with the option of appointing a company secretary. You will also be required to give the names of the shareholders, who may also be company directors. Articles and memorandum of association are essential because they document how you intend to run the entity. Lastly, Companies House requires that you register an official address and choose a SIC code that identifies what your company does. 

Setting up a UK CLG requires that you submit the following company documents —

• Check that your preferred company name is available;
• Have at least one guarantor (individual or corporate body) and director;
• A constitution that contains elements of articles and memorandum of association;
• A registered office address in the UK that will be publicly available;
• Names of the persons with significant control;
• Statement of compliance that -
  • Outlines the nominal amount (often a small sum, such as £1) that each subscriber will pay as their guarantee;
  • The statement of guarantee that details the circumstances under which a guarantor will be required to pay their guarantee and
  • A SIC code.

How to Choose Your Company Name

Once you decide to register a new business, use the checklist below to get the name right — 

• Confirm that the name is not too similar or identical to an existing company name.
• Your preferred company name should not suggest any connection to the UK government. Avoid using words such as  “Royal,” “Her Majesty,” or “Crown.”
• The name should not be offensive or inappropriate in any way.
• It should not suggest criminal activity or any undertaking contrary to the interest of the public. 
• Unless you have relevant permission, avoid using words like “Chartered” or “Architects” that are likely to mislead the public as to the nature of your business or credentials. 

Read also: Top 21 Best Small Business Apps to Manage Your Daily Operations

Register Your Company Today!

Contact Your Virtual Office London, UK's top rated company formation agent, if you need to register a new company. We offer a comprehensive set of company formation packages, which include everything you need to get your company up and running.

Other extras included in the package above are — 

• Fast Online Formation
• UTR Number
• Digital Certificate of Incorporation
• Digital Articles of Association
• Digital Share Certificates
• £25 Cashback with Wix
• Bank Referral
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See also: Your HMRC UTR Number Explained

FAQs

How much money is required to register a UK company with Companies House?

Register a UK company and start your journey right with a bundled package of just £39.99, which includes a UK registered office address, a free .co.uk domain, and an accountant introduction. We provide exceptional value for those keen on commencing their business without additional office space expenses and initial staffing requirements. 

See also: Directors Service Address Vs. Registered Office Address Service

Can anyone register a new company in the UK?

Registering a new company for UK and non-UK residents takes up to 6 hours to form a company. All you need to do is determine the type of company you want to establish, think through an appropriate business name and contact us. We will help you put together all the necessary documents you need to set up an LTD. 

How to register a holding company in the UK?

In the UK, the term ‘holding company’ is used to describe a company that holds the shares of other companies. A common way to register a holding company is to incorporate it as an LTD through the following steps:

1. Think through a unique name for you and register it with Companies House. Until 2015, using the word “holding” or “holdings” in a company name was considered sensitive by Companies House, but it is now acceptable.
2. Register an official business address and select an appropriate SIC code. 
3. Appoint directors and a company secretary. You must appoint a director, but you do not have to appoint a company secretary.
4. Identify people with significant control (PSC) over your company—for example, anyone with voting rights or more than 25% of the shares.
5. Prepare a memorandum and articles of association describing the company will run. 
6. Form your company. 

After you’ve set up the holding company, transfer the ownership of your subsidiaries' shares and assets to it.

Can I own a business in the UK as a foreigner or non-UK resident living outside of the UK?

Yes, foreigners and non-residents can open a company in the United Kingdom without needing a VISA. There are no restrictions based on nationality. However, you’ll need to comply with the following legal and administrative requirements before you are cleared to start. 

• Choose a proper business structure that best fits your business goals;
• Register your business with Companies House to a UK address; and
• Get the necessary permits or licenses.

Once your business is registered, please note the following — 

• The corporation registered to a non-resident is liable for UK tax obligations.
• A UK resident director is not a mandatory requirement, but it is recommended for operational convenience.
• While not legally required, having a UK bank account is advisable to enhance business credibility.
• You can use a family or friend's address as your registered office or opt for a central London virtual address for added privacy.

Do I need a business bank account during the company registration process?

No. You do not need to open a business bank account, but you’ll likely find it impossible to operate without one. We understand that most British high-street banks can make it difficult for the new entrepreneur to open an account with company credit checks and multiple other requirements that new businesses cannot fulfil.

However, we’ve carefully selected partners with products suitable for our clients. As you set up your new business with us, we will recommend a few banks to consider. Whether you choose a Barclays Business Account or a Card One Business Account from our curated list, we ensure a seamless process to meet your financial needs.

What are the pros and cons of working with a simple company formation agent?

A company incorporation agent helps new businesses with online company formation and registration services. But with Your Virtual Office London, we go the extra mile and ensure your process is simple, seamless, and affordable. If you choose to form your company limited by share or guarantee with us, take the time to understand your goals, risk tolerance and incentives. With this understanding, Your Virtual Office London will advise you on the most suitable company structure and expedite your process by working with you to submit a company application without error.

There are no downsides to working with us!

What company documents do I need during simple company registration?

To register your company, you’ll need to submit the following documents — 

What documents do I receive after new business registration? 

Once your new limited company is registered, you’ll receive the following documents — 

• Certificate of incorporation, which includes your company number;
• Official memorandum and articles association; and
• Share certificates.