Company Formation – Register a Limited Company

Starting a new company can be complex and time-consuming, but we can help you make it simple and stress-free. At Mercian, our experienced team of accountants will help you navigate the requirements and procedures for registering your new company in the UK, ensuring everything is done correctly and efficiently. Carry on reading to find out more, or contact us to start your company registration today. We also offer a range of tax and accounting services for new companies.

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Registering a New Company

Our team will handle all the necessary steps to register your company with Companies House – from preparing and submitting documents (including the Memorandum and Articles of Association), to company secretarial services (including ongoing support, records and information maintenance, and handling annual returns). We make the company formation process a breeze by working on this simple checklist with you:

1. Company Name and SIC Code

The first step in the process of company formation involves choosing a suitable company name and allocating an appropriate SIC code. If you are establishing a limited by shares company, you will also need to decide whether end the name with ‘Limited’ or ‘Ltd’. You can check the availability of your chosen company name here, or we can assist you in finding a name that meets the required standards. You can also find the official Companies House list of SIC codes here.

2. Registered Office Address

The registered office address holds significant importance in the formation of a company. It serves as the company’s official address and is the designated location where government entities, such as Companies House and HMRC, send official correspondence. Additionally, this address is publicly available on the register for anyone to access. If it’s easier, you may wish to use our registered office address – many clients opt for this so that we can manage these communications on their behalf.

3. Classify Shares

In the process of company formation, it’s essential to share specific details, that are accurate and complete, regarding the company’s shares. A limited company must have at least one irredeemable (non-redeemable) share class, typically ordinary shares, with at least one share of this class issued at the time of incorporation.

While many companies have a single class of ordinary shares, it has become increasingly common for companies to introduce multiple classes of shares (or alphabet shares), such as ordinary A, ordinary B, and so on – but usually only for more complex situations or tax planning. We can offer expert support for companies with multiple share classes, including fully paid, fully unpaid, or partly paid shares.

When providing share particulars, you will need to give the following details:

Class description(s): Most companies are formed with ordinary shares as their class description.
Nominal value of each share class: Share capital is typically set with a nominal value of £1.
Prescribed particulars: These particulars refer to the specific rights associated with each share class.

4. Director(s) (mandatory)

When setting up your company, you must provide accurate and comprehensive details about the director(s) involved. You must have a minimum of one director (individual, not corporate) aged 16+. Please note the following details required for an individual director*:

Forename(s), surname, and any other names used in the past 20 years
Registered office address (public)
Residential address (protected information, not public)
Country of residence, date of birth, and nationality
Business occupation (this could be ‘None’ or ‘Retired’)
The number of shares, if applicable, that the director will have and details of any consideration paid
Confirmation of the individual’s consent to act as a director (a ‘consent to act’ letter).

*Please note that details differ for corporate directors.

5. Company Secretaries (if applicable)

You aren’t required to appoint a company secretary, but if you choose to do so, please provide the following details* for company formation compliance (for an individual, not corporate):

Forename(s), surname, and any other names used in the past 20 years
Registered office address
The number of shares, if applicable, that the company secretary will have and details of any consideration paid
Confirmation of the individual’s consent to act as a company officer (a ‘consent to act’ letter).

*Please note that details differ for corporate company secretaries.

6. Subscribers

Subscribers play a vital role as the initial shareholders of the company during the formation process. It’s important to note that individuals who become shareholders after the company formation are referred to as shareholders but not subscribers. You will need to provide the following for each subscriber:

Forename(s) and surname
Correspondence address (this can be the company’s registered office, or the subscriber’s residential address)
Three security details (see point 9.)
The number of shares (for each class) allocated to the subscriber, and details of any consideration paid.

7. Persons with Significant Control (PSCs)

In company formation, PSCs are typically directors and/or subscribers. Therefore, you would have already gathered most of the necessary details, such as their name, address, and shareholding information. In addition to these, it’s important to disclose the following:

PSC Control Reason(s): by which the individual exercises control over the company. Typically, it’s because they hold more than a quarter of the company’s shares and/or voting rights, or possess the authority to appoint or remove the majority of the board of directors.
Confirmation of PSC Status (for individuals)*: the individual must confirm their status as a PSC.

*Please note that additional details are required if the company being formed will have any Relevant Legal Entities (RLEs) or corporate PSCs.

8. How to Run Your Company: Prepare Documents

To register your company, you will need to prepare a Memorandum of Association and Articles of Association:

Memorandum of Association: a legal statement signed by all initial shareholders or guarantors agreeing to form the company. If registering online, you don’t need to write your own – it will be created automatically. Once the company has been registered, please be aware that you can’t update the Memorandum.
Articles of Association: you can use either standard articles (or ‘model articles’), or write your own.

Please note that you can’t use limited company model articles if you’re setting up a community interest company (CIC) – you must use their model constitutions instead.

9. Security Details for Electronic Filing

When filing documents electronically with Companies House, an electronic signature is required for each subscriber. This signature involves answering any three of the following security questions (please note that eye colour is no longer accepted):

Town of birth (first three letters)
Phone number (last three digits)
National insurance number (last three digits)
Mother’s maiden name (first three letters)
Father’s first name (first three letters)
Passport number (last three digits).

10. Company Secretarial: Records You Need to Keep

You must keep records about the company itself (including the above, e.g. directors, shareholders, and company secretaries) as well as its financial and accounting records, to comply with HMRC regulations. If you need help with your accounts and/or tax filing requirements, please contact us today. If you don’t comply, you could be fined £3,000 or disqualified as a company director.

Accounting records may need to be kept for six years (circumstance dependent), and if you keep them elsewhere than the company’s registered office address, you must tell Companies House. If records have been lost, stolen, or destroyed and can’t be replaced, do your best to recreate them, inform your Corporation Tax office, and include the information on your Company Tax Return.

This information will not be displayed on the public record – it is solely for verification purposes during the electronic filing process with Companies House.

Why Use Our Company Formation Service?

At Mercian Accountants, we offer the following when forming your company:

Expert guidance: Our team has extensive knowledge and experience in company registration, and we will guide you through the entire process from start to finish.
Timesaving: We will handle all the administrative work and paperwork, freeing up your time to focus on other important aspects of starting your company.
Peace of mind: We ensure that all the necessary steps are taken correctly and that all the required documents are in order. This minimises the risk of mistakes or delays that could negatively impact your company’s future.
Customised approach: We understand that every company is unique, and we will tailor our services to meet your specific needs and requirements.

Contact Us to Register a New Company

Our expert team of accountants offer a smooth and efficient company registration process. Contact us today to schedule a consultation and learn more about how we can help you get your company up and running. You can message us through our online form, call 01743 562430, or email hello@mercianaccountants.co.uk.