How to incorporate a limited company

A limited company is incorporated by delivering an application to Companies House under section 9 of the Companies Act 2006, either online for £100 or on paper form IN01 for £124. The application sets out the name, registered office and email address, officers, share capital, people with significant control and articles, and every individual director must have verified their identity and supplied a Companies House personal code before the company can be registered.

What has to be decided before the application is made?

Section 7 says a company is formed by one or more persons subscribing their names to a memorandum of association and complying with the registration requirements in sections 9 to 13. The memorandum itself is short. Under section 8 it simply states that the subscribers wish to form a company and agree to become members, taking at least one share each where the company has share capital. Companies House publishes a template, and its IN01 guidance lists a missing or undated memorandum as a common reason for rejection.

The real decisions come before that:

• Name, including the correct ending such as Limited or Ltd, checked against the register for duplicates and for sensitive words that need consent.
• Company type, almost always private limited by shares for a trading business.
• Registered office, which must be an appropriate address in the jurisdiction chosen, and a registered email address that Companies House emails would be expected to reach. The email address is not shown on the public record.
• Principal business activity, given as one or more SIC 2007 codes or a short description.
• Officers. A private company must appoint at least one director who is an individual; a secretary is optional.
• Shares and shareholders, and who will be a person with significant control.
• Articles of association.

The rules on addresses are covered in more detail in our page on registered office address rules.

What information does form IN01 ask for?

Section 9 sets out the contents of the application, and version 13.0 of the paper IN01 follows it in nine parts:

1. Company details: name, type, SIC code, the jurisdiction and address of the registered office, the articles option and the registered email address.
2. Proposed officers: for each individual director, name, former names used for business in the last 20 years, country of residence, nationality, a service address for the public record, full date of birth and usual residential address (both kept off the public record except month and year of birth), and the identity verification statement and personal code.
3. Statement of capital, for companies with shares.
4. Statement of guarantee, for companies limited by guarantee.
5. People with significant control, or a statement that there will be none.
6. A statement that each director and secretary has consented to act.
7. A statement that each individual PSC knows their particulars are being supplied.
8. The lawful purpose statement: the subscribers wish to form the company for lawful purposes.
9. The statement of compliance, made by the subscribers or by an agent acting for them.

Most incorporations are done online or through a formation agent rather than on paper, but the information required is the same.

Which articles should the company adopt?

Section 9(5)(b) only requires a copy of the articles to the extent they are not supplied by the model articles, and section 20 makes the relevant model articles, as in force on the date of registration, apply to a limited company so far as its registered articles do not exclude or modify them. Box A8 of the IN01 gives three options: model articles in their entirety, model articles with additional or amended provisions, or entirely bespoke articles. Only one box may be ticked. A community interest company cannot adopt model articles. The Companies House online service is for private companies limited by shares using model articles.

The model articles for private companies limited by shares, in Schedule 1 to the Companies (Model Articles) Regulations 2008, work for many simple companies, but some provisions surprise people:

• Article 11 fixes the quorum for directors’ meetings at two unless the directors fix another number, although article 7 lets a sole director take decisions alone where the articles do not require more than one director.
• Article 22 allows new classes of share to be created by ordinary resolution.
• Article 26(5) lets the directors refuse to register a share transfer.
• Article 30(4) requires dividends to be paid by reference to each shareholder’s holding unless the resolution, or the terms on which the shares were issued, say otherwise.

Articles can be changed later by special resolution under section 21, but it is cleaner to adopt the right ones at the start, particularly where founders want pre emption rights, leaver provisions or different dividend rights.

How should the share structure be set up?

Section 10 requires a statement of capital and initial shareholdings showing the total number and aggregate nominal value of shares taken on formation, the amount unpaid, and for each class the prescribed particulars of the rights attached: voting rights, rights to participate in a dividend, rights to participate in a capital distribution including on a winding up, and whether the shares are redeemable. It must also show, for each subscriber, the number, nominal value and class of shares taken and the amount paid and unpaid. Missing totals and missing or invalid prescribed particulars are two of the errors Companies House lists as reasons for rejecting an IN01.

GOV.UK notes that most companies limited by shares start with one class, normally ordinary shares, that a share can have any nominal value and that there is no maximum number of shareholders. Small nominal values are usual. If the founders expect to pay different dividends to different shareholders, the rights need to be written into separate classes and articles from day one; the default in article 30(4) will not allow it. Issuing further shares after incorporation is a separate process covered in allotting shares.

What identity checks are now required?

Part 2 of the IN01 states that individual directors must have verified their identity in accordance with section 1110A of the Companies Act 2006. Each director’s 11 character Companies House personal code must be given, together with a confirmation that the name supplied matches the verified name or a reason why it does not, such as a legal change of name. GOV.UK says each director needs to verify only once and that the code is personal to them, not to any company. Verification is done through GOV.UK One Login, which can include a route through a participating Post Office, or through an Authorised Corporate Service Provider acting as a Companies House authorised agent.

People with significant control also have to verify. The IN01 lets their personal codes be given in the application, and GOV.UK explains that every PSC has a 14 day period in which to provide their code. The wider regime is explained on our Companies House identity verification page, and the PSC rules are on our page about persons with significant control.

What does it cost and what happens on registration?

Registering online costs £100 and a paper IN01 costs £124. GOV.UK says online registrations are usually completed within 24 hours and postal applications take 8 to 10 days. A Government Gateway user ID for the company is created during registration, and Corporation Tax can be set up at the same time.

Section 16 sets out the effect of registration from the date of incorporation: the subscribers become a body corporate under the registered name, they become holders of the shares in the statement of capital, and the people named as directors and secretary are deemed appointed. If someone named as a proposed director did not in fact become a director, or their details changed between the application and incorporation, section 167I requires the company to notify Companies House within 14 days beginning with the date of incorporation.

How might this look for two founders?

Illustration only. Two software developers plan to trade through a company. Each verifies their identity through GOV.UK One Login and receives a personal code. They choose a name ending in Ltd, an accountant’s office as registered office with the owner’s permission, and a shared company inbox as the registered email. Each subscribes for 50 ordinary shares of £1, fully paid, and both will be directors and PSCs. Because one founder may later bring in a spouse with separate dividend rights, they adopt model articles with amendments creating A and B ordinary shares and adding pre emption and leaver clauses, which rules out the basic online service. Their accountant files the application through a formation service, and the company is registered the next day.

What are the common mistakes?

• Applying before every director has a personal code.
• Using a home address as the registered office without realising it becomes public, as the IN01 guidance warns.
• Ticking more than one articles box, or adopting model articles when the shareholders need bespoke rights.
• Leaving prescribed particulars or statement of capital totals blank.
• Choosing a name ending that does not match the company type.
• Forgetting that a company is only one option; the comparison is set out in sole trader or limited company.

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Related Accountapedia entries

• Articles of association and model articles
• Private companies limited by shares
• How to incorporate an LLP
• How to appoint a company director
• How many shares should a new company issue
• What happens to rental losses when you incorporate

See also: IN01: registering a company on paper or online.

Sources

• GOV.UK: Register a private or public company in01
• GOV.UK: Register your company
• legislation.gov.uk: Act 2006 c. 46, section 7
• legislation.gov.uk: Act 2006 c. 46, section 8
• GOV.UK: Guidance on completing paper form register a private or public company
• legislation.gov.uk: Act 2006 c. 46, section 9
• legislation.gov.uk: Act 2006 c. 46, section 20
• legislation.gov.uk: Act 2006 c. 46, section 21
• legislation.gov.uk: SI 2008/3229, schedule 1
• legislation.gov.uk: Act 2006 c. 46, section 10

Reviewed by Christine Anderson, Broker, Solar Protect. Last reviewed 8 October 2026. Part of Accountapedia, the Solar Protect guide to UK tax and accounting. This page is general information, not personalised advice.