Setting up a limited company: a step-by-step guide

Looking to set up a limited company but don't know where to start? This step-by-step guide explains the process, from choosing a name to preparing your documents and registering your company.

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What is a limited company?

A limited company is a type of legal structure for your business. Whereas there’s no legal distinction between a sole trader and their business, a limited company has a legal identity separate to that of its directors and shareholders.

This is useful for businesses taking on a considerable amount of risk, because sole traders are personally liable for business debts they build up when things go wrong.

That said, setting up a limited company comes with added paperwork and responsibilities, making them time-consuming to run.

We’ll take a look at how to set up a limited company, along with a limited company’s benefits and costs.

Benefits of setting up a limited company

• separate legal identity – this means the company is liable when things go wrong, not you personally. You’ll only lose what you put into the business
• more professional – some businesses might be seen as more professional by others in their industry when they operate as a limited company – it can make it easier to secure suppliers, investment, and eventually sell the business
• tax-efficiency – you pay Corporation Tax through your business, and you pay yourself in salary and dividends. This may turn out to be more tax-efficient than setting up as a sole trader

Cost of setting up a limited company

• time – compared to sole traders, there’s more legal responsibilities and administration to keep up with. It’s important to work out whether being a limited company is necessary for the type of business you run
• money – it costs £15 to register your limited company through Companies House and there may be considerable costs for the day-to-day running of your business (like keeping accurate records and hiring accountants, for example)
• transparency – information about your limited company, including its directors and earnings, is publicly available online through Companies House

Read more about how to choose a legal structure for your business.

How to set up a limited company

1. Is setting up a limited company right for you?

The first thing is to work out whether you need to set up a limited company in the first place.

Being a sole trader is the most common legal structure for businesses in the UK. At the start of 2019, there were 3.5 million sole traders – 59 per cent of total businesses in the private sector.

It’s easy to set up as a sole trader and it comes with relatively few legal responsibilities, meaning it suits businesses that want to get started quickly.

But, as we’ve already mentioned, sole traders have unlimited liability – which means they’re personally liable when something goes wrong. Being a sole trader can also be less tax-efficient than setting up a limited company.

Think about the type of business you’re setting up – and the risks involved. It’s usually a good idea to get professional advice at this stage if you’re not sure.

2. Choose a name for your limited company

If setting up a limited company is right for your business, what do you need to do next?

As no two limited companies are allowed to share the same name, you’ll have to come up with an original name for your business.

Keep in mind that Companies House (the government agency you register your company with) won’t allow anything offensive. They also have a list of sensitive words and phrases you can’t use.

And as the world moves online, it’s important to check whether your business’s name is available to use as a URL (you can do this using a domain checker).

Can’t think of a business name? For some light-hearted inspiration, take a look at our business name generator.

3. Decide on the number of directors

Every limited company needs at least one director (someone responsible for running the company), but they can have more. In fact, there’s no limit on the number of directors a company can appoint.

When setting up a limited company, the director must be 16 or over and their responsibilities will range from legal to financial. Gov.uk says that as a director you must:

• try to make the company a success, using skills, experience and judgment
• follow the company’s rules, shown in its articles of association
• make decisions for the benefit of the company, not yourself
• tell other shareholders if you might personally benefit from a transaction the company makes
• keep company records and report changes to Companies House and HM Revenue and Customs (HMRC)
• make sure the company’s accounts are a ‘true and fair view’ of the business’s finances
• file a Company Tax Return and pay Corporation Tax
• register for Self Assessment and send a personal Self Assessment tax return every year – unless you run a non-profit organisation (like a charity) and you didn’t get any pay or benefits, like a company car

Avoid these responsibilities and you could end up facing penalties and even prosecution, so make sure you’re prepared to meet them before you incorporate.

A good accountant can help on the tax front, while insurance can keep your limited company protected. Explore our limited company cover options on our dedicated limited company insurance page.

4. Decide on your shareholders

A limited company needs at least one shareholder. Shareholders can also be directors.

As a small business this might mean you only have one shareholder – yourself. And if your business only has one shareholder, that shareholder owns 100 per cent of the company.

That said, there’s no limit to the number of shareholders a limited company can have.

When you register your limited company, you need to give information about the shares and how they’ve been issued. You should state:

• the number of shares and their total value (your company’s ‘share capital’)
• the names and addresses of your shareholders

It’s common for new small limited companies to issue 100 £1 shares and pay £100 into the company bank account when incorporating.

You can divide this if you have more shareholders. For example, if you have two directors, you can issue 100 £1 shares, with both shareholders paying £50 into the company bank account.

This means the company is divided equally between the two shareholders, but you could also split it unevenly if you wanted to.

What is a person with significant control?

You need to identify the people with significant control (PSC) in your business and tell Companies House about them on your company’s PSC register.

Companies House says PSCs are likely to be people who have:

• more than 25 per cent of shares in the company
• more than 25 per cent of voting rights in the company
• the right to appoint or remove the majority of the board of directors

5. Prepare a memorandum and articles of association

These are the documents that say how you’re going to run your limited company.

The memorandum of association is the legal document that all your initial shareholders sign, agreeing to form the company. It’s created automatically when registering your company online.

The articles of association are written rules about running the company, agreed on by the directors and shareholders. You can use model articles as a template, or create your own.

6. Keep accurate records

There are two types of records you need to keep:

• records about the company
• financial and accounting records

If you don’t keep accounting records, you could be fined £3,000 or disqualified as a company director, so it’s important to know your responsibilities.

Gov.uk says that company records include information about directors, shareholders and company secretaries, as well as:

• the results of any shareholder votes and resolutions
• details of loans that the company has promised to repay at a date in the future (‘debentures’) and who to pay them back to
• the payments a company makes if something goes wrong and it’s the company’s fault (‘indemnities’)
• details of share transactions
• details of loans or mortgages secured against the company’s assets

Gov.uk says that financial and accounting records include information about all the money spent and received by the company, as well as:

• details of assets owned
• details of debts the company owes or is owed
• stock the company owns at the end of the financial year
• stocktakings used to work out that figure
• all goods bought and sold (and who from and to)

You also need to file a company tax return, which involves calculations about your company’s finances (including turnover, profits and tax reliefs). You should keep accurate financial records to make filing your company tax return as easy as possible.

Generally, gov.uk says you should keep records for six years from the end of the last company financial year they relate to, but there are situations when you might need to keep them for longer. These include if you buy something that you expect to last for more than six years, or if you filed your company tax return late.

7. Finally – incorporate

You’re now ready to register your company with Companies House, choosing an official address and SIC code (the code that identifies what your company does – for example, 69102 is a solicitor).

You can register via the Companies House website for £15, or through a variety of incorporation websites. Some accountants will even cover the cost for you, as part of their limited company accounting packages.

When incorporating you’ll need to provide Companies House with the residential address of each director, or a 'service address' if you’re keen to keep your details off the public register. You’ll need to provide your registered company address and statement of capital – a description of the share structure of your new limited company.

Read more about registering with Companies House.