Dec 9, 2022

How To Incoporate a Company

An overview of how to incorporate a private limited company in England and Wales.

Amber Akhtar
Amber Akhtar

How To Incoporate a Company

Before you set up a company, it is important to decide whether a limited company is the right company for you and the nature of your business. The type of business vehicle you choose to use will impact the way you pay tax and how you get funding. To read more about different business types click here. To understand how to incorporate a company read on.

Private Limited Company

When you have decided you want to set up a private limited company you can incorporate your company in one of two ways:

  1. Submit paper documents by post to the Registrar of Companies House
  2. Electronic filing online with Companies House

You may also choose to appoint an agent such as a company formation agent or use a third party software in order to incorporate your company with some assistance.

In order to register your company you need to complete Form IN01 and submit this to Companies House.

What is Form IN01?

Form IN01 is the application form used to register your company. It can only be used to register a private or public company and cannot be used to register a limited liability partnership which requires form LL IN01. Below we will highlight the areas which need to be covered in this form.

Company Details

  1. Company Name

You must include details of the proposed company name in full. Before you choose the company name you can review a list of registered company names on the website. You are not permitted to use a name already registered and a name that is restricted as there are rules that may impact the name of choice. The form will require you to confirm whether the name contains sensitive or restricted words or expressions, and approval has been gained where applicable.

Private limited companies must have ‘limited’, ‘cyfyngedig’ or ‘ltd’ at the end of the name, the only exception to this is where the private company is limited by guarantee or is a charity that is eligible to apply for an exemption. You will be required to confirm whether you wish to be exempt from having the company name end in ‘limited’.

  1. Company Type

You will need to determine the type of private limited company you wish to incorporate, the options available are:

  • Private limited by shares
  • Public limited by shares
  • Privatte limited by guarantee
  • Privated unlimited with share capital
  • Private unlimited without share capital
  1. Principal Buisness Activity

Each business activity has a relevant trade classification code, otherwise known as a Standard Industrial Classification Codes (SIC code). You can find a full list of the trade classification codes available on Companies House here.

Identify the relevant SIC code applicable to your business as this will need to be inserted into Form IN01.

Where you are unable to determine the SIC code you will need to provide a brief description of the company’s business activity.

  1. Registered Office

All companies must have a registered office and this is the address to which the Registrar will send correspondence. For companies registered in England and Wales, the registered office must also be in England and Wales. For Welsh, Scottish and Northern Ireland companies, the registered office address must be in Wales, Scotland and Northern Ireland respectively.

You will need to provide details of the registered office address including the building name/number, street, post town, county and postcode.

  1. Articles of Association

All limited companies are required to have articles of association, which set the rules the company and its officers must follow when running the company. The Companies Act 2006 prescribed the Model Articles of Association which are the standard default articles a company can use.

The Model Articles of Association vary depending on how the company is limited, i.e. limited by shares, guarantee or whether it is a public company.

You may also choose to have bespoke articles or amended articles, where this is the case it must be stated on the form and the bespoke or amended articles must be attached to the application.

  1. Restricted Company Articles

Where the companies bespoke articles of association are restricted this must be confirmed in Form IN01. A restricted company is one which contains provisions for entrenchment. An entrenchment is an addition of a provision which makes certain amendments more difficult by way of its procedure i.e. it may require a special resolution.

  1. Proposed Officers

For a private company appointing a secretary is optional, however, if you decide to appoint a company secretary then you must provide the relevant details in Form IN01. In contrast, public companies are required to appoint atleast one secretary. You may appoint an individual as a secretary or a corporate secretary.

For an individual secretary you must include the individual's full name and a service address which will appear on the public record. It need not be the usual residential address and you may input ‘The Company’s Registered Office’ if the company’s address will be used as the secretary’s service address.

For a corporate secretary you must include details of the corporate body/firm, its full address, the location of the corporate body/firm, the company registration number if applicable, where it is not a limited company you must provide its legal form, governing law and a registration number if applicable.

  1. Director Appointments

Private companies are required to appoint at least one company director who is an individual. Public companies must appoint at least two directors, one who must be an individual.

You will need to include full details of the proposed director including full name and a service address.  It need not be the usual residential address and you may input ‘The Company’s Registered Office’ if the company’s address will be used as the director’s service address.

You will also need to include the directors usual residential address and date of birth (this will not be shown on the public record).

The form will ask you whether you have a s243 exemption, this is an exemption which means the proposed director’s residential address will not be disclosed to any credit reference agencies. You may tick the s243 exemption box where you are in the process of or have obtained an exemption from the Registrar from disclosing the director’s usual residential address.

Where you appoint two directors and one is a corporate director you must include details of the corporate body/firm, its full address, the location of the corporate body/firm, the company registration number if applicable, where it is not a limited company you must provide its legal form, governing law and a registration number if applicable.

  1. Statement of Capital

Where the company has share capital you must complete Part 3 Statement of Capital on Form IN01. You must provide details of the class of shares, the number of shares, its aggregate nominal value, the total aggregate amount to be unpaid if any and teh currency applicable.

You will also be required to provide details of the prescribed particulars of rights attached to the shares including:

  • Voting rights
  • Dividends
  • Distribution rights
  • Redeemable shares

Following this, you must provide a list of the company’s subscribers in alphabetical order and provide details of their name, address, the class of share they have, number of shares, in what currency, the nominal value of each share, the amount to be unpaid if any and the amount to be paid on each share.

  1. Statement of Guarantee

This section must be completed where the company is limited by guarantee. A company limited by guarantee requires each person to confirm the statement included:

I confirm that if the company is wound up while i am a member, or within one year after I cease to be a member, I will contribute to the assets of the company by such amount as may be required for:

  • Payment of debts and liabilities of the company contracted before i cease to be a member
  • Payment of costs, charges and expenses of winding up, and;
  • Adjustment of the rights of the contributors among ourselve, not exceeding the specified amount below.

Each subscriber must provide full details including, name, address, the amount guaranteed and the class of the member where applicable.

  1. People with Significant Control

A person with significant control (PSC) is someone who owns or controls the company. Most PSC are those who hold more than 25% of the company, more than 25% of voting rights and the right to appoint or remove the majority of the board of directors.

You will need to include details of any PSC, including the full name and individual’s service address. Additionally you will need to provide the individual’s date of birth and residential address (this will not be shown on the public record).

A PSC may apply to protect their address and not disclose it by virtue of section 790ZF of the Companies Act 2006. Where the individual is currently in the process of applying for or has been granted this exemption, you musy disclose this on Form IN01.

  1. Election to keep information ont he public register (if applicable)

The subscribers of a private company may agree to keep certain information on the public register at Companies House rather than keeping their own register. When completing Form IN01 tick the applicable boxes to show which information you are electing to keep on the public register.

  1. Consent to Act

You will need to tick the box titled consent statement ensuring each person named as a director and secretary has consented to act in that capacity.

  1. Statement about PSC Particulars

You must also confirm that any person named as an individual PSC is aware their particulars are being supplied as part of the application.

  1. Statement of Compliance

Every subscriber to the memorandum of association must sign the statement of compliance.

When does a company come into existence?

When completing the Form IN01, details of a ‘presenter’ must be provided to allow Companies House to correspond if needs be. A fee is payable with the form, it costs £40 for a paper application to register a private or public company and £20 for a paper application to register an unlimited company. Alternatively, you can register a private limited company online which costs £12 here.

The company will come into existence as a body corporate at the date on which it is registered. This is the date of incorporation and after you have registered your company with Companies House, you’ll be sent a certificate of incorporation. This certificate will include:

  • The company’s full name
  • The company’s unique registration number
  • The date of incorporation
  • The Registrar’s seal

The certificate of incorporation is evidence that the company has been duly registered at Companies House.

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