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Company Formations

Useful advice, tips and business news.

June 7, 2024
June 7, 2024

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Register Your Company and Get a Certificate of Incorporation

Are you looking to register your company? Learn how to get your certificate of incorporation, including the online application and replacement procedure.

🔑 Key Highlights

  • A certificate of incorporation is conclusive evidence that your company has been duly registered with Companies House.
  • You can call Companies House or use their search service to get a hard copy of your certificate.

Certificate of Incorporation Defined

A Certificate of Incorporation proves that your company has been officially registered at Companies House under the Companies Act and is recognised as a legal entity in the UK. It signifies that your business is now separate and distinct from its shareholders and directors, operating independently under the law.

Who needs a certificate of incorporation UK?

A certificate of Incorporation is essential for various entities and individuals registering a company in the UK. Here's a breakdown of who needs one:

  • Entrepreneurs registering a limited company by shares — Whether establishing a public or private company, entrepreneurs seeking to set up a business structure where ownership is divided into shares require a registration certificate. 
  • Individuals establishing charitable organisations — Individuals or groups intending to establish charitable organisations with limited liability protection in the UK that operate under a company limited by guarantee structure also require a certificate. 
  • Partners Forming Limited Liability Partnerships (LLPs) or Limited Partnerships (LPs)—Partners seeking to enjoy limited liability protection can opt to form LLPs or LPs. In both cases, obtaining a certificate of incorporation is necessary to formalise the registration process and establish the legal entity's existence.

The certificate is official proof of the company's legal incorporation and is essential for conducting business activities and fulfilling legal requirements.

Which company details are found in a certificate of incorporation?

Once Companies House has approved your registration application, you will find the following details in an incorporation certificate.

  1. The type of company such as a private or public company, LLP or another legal entity structure.
  2. The registration number uniquely identifies the company and depends on the entity type. For example, a partnership will have a partnership number, while a private limited company will have a company registration number (CRN).
  3. The certificate indicates the official date of incorporation or registration.
  4. The full legal name under which the company is registered is provided in the certificate.
  5. Registrar information may be from Companies House in England and Wales, Companies House Scotland, or Companies House Northern Ireland.
  6. Depending on the jurisdiction, formation jurisdiction may be Cardiff, Edinburgh, or Belfast.
  7. Relevant legislation or laws under which the company is formed provide the legal context for its establishment, e.g., the Companies Act (2006) or the Limited Liability Partnership Act (2000)
CERTIFICATE OF INCORPORATION

Company Name Requirements for a New Company in the UK

When registering a new company in the UK, the name displayed on your certificate of incorporation must adhere to specific criteria set by Companies House. To ensure approval, your company name must meet the following requirements:

  1. Uniqueness — The proposed name must not closely resemble an existing company name, helping to avoid confusion among consumers and stakeholders.
  2. Exclude official terms — Avoid incorporating terms like "Royal" or "Government" to imply an association with any local or national UK government agency, as these terms require official authorisation.
  3. Avoid sensitive words — Exercise caution when using sensitive words like "Chartered" or "Accredited," ensuring proper authorisation is obtained before inclusion.
  4. Appropriateness—The name should be appropriate and not offensive, inappropriate, or likely to cause harm, maintaining professionalism and respectability.
  5. Compliance with legal standards — Ensure the name does not suggest criminal activities contrary to the public interest, adhering to legal standards and ethical principles.

How to Register Your Company With Companies House

Here is what you need to form your company directly with Companies House:

  • Company name — Choose an appropriate name for your company. Ensure it's unique and complies with Companies House regulations.
  • Officer details — Provide information about the company directors and persons with significant control (PSCs), including their names, addresses, and other relevant particulars.
  • A registered office address — The official address for receiving statutory mail. 
  • Memorandum and articles of association—Outline the subscribers' initial commitment to establish a company and rules for internal management, respectively.  
  • Correspondence address for the officers — For receiving statutory letters and legal notices relevant to their role.
  • Share structure — Determine your company's share structure, including the number of shares and their respective values.
  • Standard industrial classification (SIC) code — Identify the appropriate SIC code that best describes your company's primary activities.

Once you have these details ready, you can initiate the registration process. The cost for setting up a limited company directly with Companies House is £12, and the process typically takes around 12 hours to complete.

To begin your company formation journey, visit the following link:

https://www.gov.uk/limited-company-formation/register-your-company

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Further insights on incorporating a company: Register & Thrive: UK Company Formation Made Simple

How to Get Another Certificate if You Lose One

Always keep your certificate of registration in a safe and easily accessible place so you can quickly produce it when needed. 

However, if you lose your original certificate of incorporation. You can get a copy of the certificate online since Companies House service provides free access to company details and filings through the following steps:

  1. Visit the Find and Update company information service at https://find-and-update.company-information.service.gov.uk/ 
  2. Enter your company number or name in the search box.
  3. Select your company from the list.
  4. Click on "Filing history."
  5. Scroll down and choose "View PDF" next to Incorporation (you may need to navigate to older pages).
  6. Download a PDF copy of your certificate.

You can obtain a certified copy of your certificate of incorporation by calling Companies House on 0303 1234 500 and providing the company's CRN. The standard service costs £15.00, while the same-day service costs £50.00. Digital copies can also be requested via email.

How to Get a Certificate of Incorporation Via Companies House Directly

Companies House sends a company’s certificate of incorporation to the company in the following ways:

  • By post — You’ll be sent a certificate of incorporation through the post to the company's registered office address as Companies House approves your application.
  • Digital certificate —You can also download a digital copy of your certificate from the Companies House website by searching for a company and accessing its filing history.
  • Ordering a certified copy—If a company has misplaced its original certificate, it can order a ‘printed certificate of incorporation’ from the Companies House by calling its contact centre. The standard service cost is £15, and the certified copy is delivered within 4 working days.

In summary, Companies House primarily delivers the certificate of incorporation by sending the original printed version to the company's registered office through the post. Companies can also obtain digital or certified copies of the certificate as needed.

How to Get a New Certificate if You Change Your Company Name

After your company is incorporated, tell Companies House when you want to change its name. You'll be issued a Certificate of Incorporation on Change of Name via email, reflecting the new company name while retaining all other details, such as the company registration number and incorporation date, identical to those on the original certificate.

April 25, 2024
May 7, 2024

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Companies House Company Authentication Code for Webfiling

Everything you need to know about how to get, recover, or use your Companies House, company authentication code.

🔑 Key Highlights

  • To get the authentication code, you’ll need to create a WebFiling account with Companies House and receive it to your registered office within 5 working days.
  • The code serves as the equivalent of a company officer’s signature and is used to authorise information filed online.

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 —

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.

Warning

According to the Companies House website, the request for an authentication code to be sent to a home address service was a temporary service to mitigate the impact of COVID-19. Though the service is still up, we advise individuals to request that their code be sent to their registered office.

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:

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 —

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.

  1. Sign in to your webfiling account using your email address and password.

  2. Enter your company number and the country where the company was registered.

    Enter your company number and the country where the company was registered
  3. Enter the existing authentication code.

    Enter the existing authentication code
  4. Select ‘company authentication’ on the screen's left grey background panel.

    Company Authentication
  5. Indicate that you are changing your code.

  6. Choose a new 6-digit alphanumeric code, mixing numbers and letters.

  7. Re-enter the new code.

    Re-enter the new code
  8. Select 'change code'.

  9. A confirmation of the change with the replacement code will be sent to the registered office address.

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.

Warning

Notify Companies House by contacting the frauds team immediately if you suspect an unauthorised person has accessed your code. Further, log in to your website and change or cancel the code.

April 9, 2024
May 7, 2024

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File Company Information Online Via Companies House Webfiling

Everything you need to know about filing company information using the Companies House webfiling online service.

🔑 Key Highlights

  • WebFiling is an online service Companies House provides to companies to submit official documents and filings electronically.
  • An email confirmation is received for any document successfully submitted through the service.
  • Every limited company formed is allocated a unique WebFiling Authentication Code, which acts as an electronic signature

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) —

Warning

Charitable companies must adhere to charity and company law when preparing financial statements and therefore cannot submit ‘full audited accounts’ through Companies House new Webfiling. They must file their accounts directly to the registrar of companies by post and to the appropriate charity regulator as required by charity law based on the company’s jurisdiction —

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?

Warning

Before registering for WebFiling, verify your company's eligibility to use the platform.

The service can be used by company numbers that contain all digits or have the following prefixes: NI, RO, and SC for limited companies and OC, SO, and NC for limited liability partnerships.

Most companies in the United Kingdom, including limited companies, limited liability partnerships, and community interest companies, meet the eligibility criteria.

However, it's important to note that companies or limited liability partnerships that have been dissolved, converted, or closed, among others, are not eligible to utilize the service.

Therefore, confirming your company's active status is crucial before registering.

See detailed guidance HERE.

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

  1. Go to the webfiling page:

    https://idam-ui.company-information.service.gov.uk/account/login/
  2. Click on “Create an Account” right below the sign-in button, and the following page will load:

    https://idam-ui.company-information.service.gov.uk/account/register/_start/
  3. Provide your details

    1. Your full name (optional)
    2. Your e-mail address
    3. Your phone number (optional)
  4. Click on the green “Continue” button.

  5. Verify the accuracy of the information provided.

    verify your digital address or phone number
  6. Verify your digital address or phone number before continuing.

    registration for webfiling
  7. Your profile will be created once you click your verification link or provide the code sent to your mobile number or email. Please note that this code verifies your number and should not be confused with the web filing code that will be sent to your address.

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.

Insight

After you complete your PROOF registration, if you need to file a paper form covered by the scheme, you must include a PR03 (consent form) when sending it to Companies House. To get the form e mail registrarsfunctions@companieshouse.gov.uk and write PR03 in the subject field. You will receive an automated e-mail with the PR03 attached.

5 things to know about the Companies House WebFiling

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.

Insight

To file any document electronically, you’ll need to sign up for Web Filing. For confirmation statements, if there have been any changes in your company over the last 12 months, you must file these changes before filing the statement. Some of the changes to report as soon as they occur (and not with your statement) include —

  • Directors and secretary
  • People with significant control (PSC)
  • Registered office address
  • Registered e-mail address

However, you can report the following changes within the statement itself —

  • Standard Industrial Classification (SIC) code
  • Statement of capital
  • Trading status of shares
  • Exemption from keeping a PSC register
  • Shareholder information

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.

sign into companies house
Companies House account sign-in page

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
July 30, 2020
May 7, 2024

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Companies House Company Registration Number (CRN) Explained

Key insights on Company Registration Number (CRN) and how Companies House uses it to trace company information of incorporated businesses in the UK.

🔑 Key Highlights

  • A company registration number is a unique alphanumeric code provided by Companies House upon registration for used to identify businesses incorporated in the UK.
  • It is also called the ‘Company Number,’ especially on the certificate of incorporation or ‘Companies House Registration Number.
  • Sole traders and general partnerships, not registered at Companies House, do not have a CRN. However, limited companies, including LTDs, limited liability partnerships (LLPs), and limited partnerships (LPs), have one.
  • A company registration number remains the same for the entire lifetime of the company.

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.

Jurisdiction of incorporation

Company Type

Description

Example

England and Wales

Limited Company

An eight - digits that start with 0 or 1

01234567

LLP

Alphanumeric comprises a two-letter “OC” prefix followed by six numbers.

OC121212

LP

Alphanumeric comprises a two-letter “LP” prefix followed by six numbers.

LP222222

Northern Ireland

Older (pre-partition) companies

Alphanumeric comprises a two-letter “NI” prefix followed by six numbers

NI1212121

Limited company (post-partition)

Alphanumeric comprises a two-letter “OR” prefix followed by six numbers.

R0333333

LLP

Alphanumeric comprises a two-letter “NC” prefix followed by six numbers.

*NC123456

LP

Alphanumeric comprises a two-letter “NL” prefix followed by six numbers.

NL444444

Scotland

Limited Company

Alphanumeric comprises a two-letter “SC” prefix followed by six numbers.

SC555555

LLP

Alphanumeric comprises a two-letter “SO” prefix followed by six numbers.

SO888888

LP

Alphanumeric comprises a two-letter “SL” prefix followed by six numbers.

SL111111

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.
Sample Certificate of Incorporation UK
Sample Certificate of Incorporation UK

Insight

Your company’s Certificate of Incorporation, along with any statutory mail sent by Companies House, will display your company registration number. The company registration number is usually printed alongside or beneath headings such as “Company number.”

To find your company registration number in the public register run a Companies House search free of charge by following the steps below.

  1. Go to https://find-and-update.company-information.service.gov.uk/
  2. Enter the name of your company in the search box
  3. Click the “SEARCH” button
  4. You’ll see your company number just below the company name.

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.

🛈 Info

  • Unique Taxpayer Reference (UTR) Number, a 10-digit identifier (e.g. 0123456789), also known as a 'tax number' or 'tax reference,' is issued by HMRC for tax purposes.
  • Value Added Tax (VAT) Number, an alphanumeric with the prefix “GB,” followed by nine numbers (e.g., GB123456789), is issued by HMRC for VAT registration.
  • Employer Registration Number (ERN), an alphanumeric number consists of a three-digit number followed by a forward slash and a mix of letters and numbers (e.g. 123/AB456). It's issued by HMRC when an employer registers for Pay As You Earn (PAYE).
  • Company Authentication Code, a six-digit alphanumeric code issued by Companies House to limited companies. It serves as an electronic signature during digital filings.
  • Companies House Standard Industrial Classification (SIC) code, assigned by Companies House, categorises a company's primary business activity.

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.

Five Things to Know About Confirmation Statements
Five Things to Know About Confirmation Statements
December 12, 2016
April 8, 2024

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Understand the Different Types of Companies Limited by Guarantee

Everything you need to know about a standard company limited by guarantee, including a charity company, a CIO, right-to-manage organisations, and property management entities subtypes of CLG.

🔑 Key Takeaways

  • A company limited by guarantee (CLG) is suitable for charities, social enterprises, or membership organisations who wish to enjoy limited liability protection.
  • Like private limited companies, a CLG is a separate legal entity from its owners; however, unlike an LTD, company profits are reinvested to finance the institution's objective, and members are not shareholders but rather guarantors.
  • The business must comply with both the official Registrar of Companies and the Charity Commission UK requirements.

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.

Insight

There are four main types of companies limited by guarantee —

  • Company Limited by Guarantee — Registered only at Companies House for the benefit of the members without seeking charitable status.
  • Company Limited by Guarantee Charity — Has the option to register with both the Registrar and Charity regulator or solely with the Commission. When registered with both, it becomes a Charity Company. However, if registered only with the Commission alone, it is termed a Charitable Incorporated Organisation (CIO).
  • Company Limited by Guarantee (Property Management) — An institution registered for tenants' benefit, which may also be set up as a company limited by shares.
  • Company Limited by Guarantee (Right to Manage) — Can only be an entity limited by guarantee, which gives leaseholders the right to take over the management of a property from the landlord.

In the next section, we’ll go over each in detail.

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.

Insight

In a standard CLG, the memorandum of association specifies that the members agree to guarantee a certain amount towards the company's debts. The articles outline how the company will be managed and operated, including details on membership, decision-making processes, and financial matters.

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.

Warning

Technically, according to company law, a business limited by guarantee is not a charity but is legally considered a non-profit. Non-profit institutions encompass a wide range of entities that operate for the public benefit without the primary goal of making a profit. A Charity Company, on the other hand, is a specific subset of a non-profit established for philanthropic purposes and must be registered with the Charity Commission to obtain charitable status.

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)

Insight

Charity Companies are peculiar, for they have to abide by the regulations of the Companies Act, 2006, as implemented by the Registrar, and the Charities Act 2022, as implemented by the Charity Commission. In the registration process, you first register your company with the Registrar, then incorporate it as a charity with the Commission.

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.

Insight

For a charity company, the memorandum of association must clearly state that the company is formed for benevolent purposes, while the articles should outline how the company will be governed, including provisions related to charitable activities, distribution of profits, and compliance with charity regulations.

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.

Understanding the Difference Between Companies Limited by Guarantee vs Charity Companies Vs Charitable Incorporated Organisation
Feature Company Limited by Guarantee Charity Company Charitable incorporated organisation (CIO)

Registration process

Registered by Companies House

Incorporated with the Commission after being registered at Companies House.

Registered with just the Charity watchdog for England and Wales.

Registered office address and SIC code

Requires a registered office address, and sic codes must be provided during registration.

Only the address of a contact person is required.

Governance documents

  • Articles of association

  • Memorandum of association

A company constitution that outlines its structure, rules and operations.

Director/Trustee salary

Can pay directors a salary for running the institution on behalf of the owners (members) for their roles and responsibilities.

Trustees or directors are considered volunteers and are not eligible for pay unless otherwise specified in a governing document.

However, such individuals may receive remuneration for services rendered in their professional capacity (and not simply for being a trustee.)

Legal entity

The company becomes a distinct legal person separate from its guarantors.

Incorporated body with a legal status distinct from trustees and members.

Liability

Liability of the guarantors is limited to the amount provided as a guarantee.

Only the charity is liable if the company becomes insolvent. Liability is limited to the assets of the charity.

Structure

A CLG has the following —

  • Directors are responsible for the daily management of the company.

  • Guarantors provide financial backing by providing a nominal amount to cover company debts in case of insolvency.

  • PSCs are the guarantors or directors with the capacity to influence the operations of the company.

Once the CLG is incorporated and gains its charitable status, the following becomes the new structure —

  • The directors transition to become the trustees of the company.

  • The guarantors become members without the responsibility to provide financial backing since liability is now limited to the value of the charity assets.

  • PSCs in the CLG transition to being PSCs in the charity company.

A CIO structure includes —

  • Trustees are responsible for daily management.

  • Members.

Tax benefits

Not automatically eligible for tax benefits

Eligible for tax benefits. For example, the entity can reclaim an additional 25% tax on eligible donations from UK taxpayers in schemes like Gift Aid.

Funding

It relies on funding sources such as membership fees and commercial activities. Can trade to raise funds

Eligible to rely on donations and other revenue streams, including trading, to raise funds.

Can trade, but not allowed to depend solely on trading as a means of raising funds for itself.

However, it can set up a wholly owned and controlled subsidiary for this purpose.

Profit distribution

Profits are reinvested to support the objectives of the company.

Profits and assets cannot be distributed to members but are reinvested to support the charity objectives of the company.

Filing requirements

The Registrar's filing requirements

  • Confirmation statements

  • Annual returns

  • Financial statements

If the commission has incorporated a CLG, it can also file —

  • An audit exemption report if eligible.

The regulatory burden of the CIO is simpler and lighter than that of a charity company. They are only required to file the above-listed items with the commission.

Objects

Objects must align with the company’s mission.

Objects must be philanthropic and beneficial to the public.

Compliance requirements

Must comply with the company registrar's requirements

Must comply with both the Registrar's and the Commission’s requirements.

Must only comply with the Commission’s requirements.

Suitability

Established for the benefit of its members

Established the benefit of the public.

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.

Insight

The law does not explicitly require a CLG to not distribute profits. However, if your intention is to share profits, registering an ordinary private company limited by shares will make more sense.

Company Limited by Shares (LTD) Vs. Company Limited by Guarantee (CLG)
Difference LTD CLG

Objectives

Established for the profit of the shareholders.

Established to advance the objectives of membership organisations such as a co-operative or sports clubs.

Legal structure

Shares in the company represent the degree of ownership.

Guarantors do not own shares or the company but provide financial backing in case of insolvency.

Profit

Withdraws profit as dividends for the benefit of owners.

A CLG cannot withdraw profits from the business for the owner's benefit but must reinvest them to finance the entity's objectives.

Liability

Limited to the value of shares held, whether paid or unpaid.

Limited to the value guaranteed.

Share capital

Company issues shares to shareholders.

In a statement of guarantee, each member agrees to pay a certain amount.

Conversion to a Charity

There is no legal process for converting an LTD into a charity.

A CLG can attain full charity status by being incorporated with the charity commission.

Management

Governed by directors who may or may not be shareholders.

Governed by directors who may or may not be guarantors.

Membership changes

Shares can be transferred between shareholders, subject to restrictions in the articles.

No shares to transfer; membership changes are by resolution and recorded in the register of members.

Distribution of assets during liquidation

Surplus assets are distributed to shareholders in proportion to their shareholdings.

Surplus assets are distributed to other non-profit entities with similar objects.

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

5 things to know company limited by guarantee

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.

Overall, the decision to incorporate a company limited by guarantee should depend on the specific goals, activities, and interests of the subscribers. If you are doubting if this is a viable option for you, please call us at +44(0) 207 689 7888 or email info@yourcompanyformations.co.uk for a free, no-obligation consultation.

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.

Charitable Incorporated Organisation (CIO) vs Company Limited by Guarantee (CLG) Vs Community Interest Company (CIC)
Difference CIO CIC CLG

Regulation

Regulated by the Charity Commission according to the provisions of the Charities Act 2022.

Regulated by the CIC regulator according to company law.

Regulated by Companies House according to the company law.

Legal structure

It's a charity, making it a better vehicle for fundraising and enjoys a robust range of tax relief benefits.

Can be a company limited by shares or guarantee

It is a company limited by guarantee.

Governing documents

Governed by a constitution which includes a memo and articles of association

An article and memo of association.

Objects

Can only contain philanthropic objectives according to the provisions of the Charity.

May pursue a wider scope of social aims than CIOs.

Can pursue social aims or revenue generation aims.

Directors/Trustee Salaries

Unless otherwise specified in their governing documents, trustees are considered volunteers and may not receive salaries for their roles as trustees. However, they may receive fair market value remuneration for services rendered to their institution in their professional capacity.

Directors receive salaries for managing the business on behalf of the members.

Asset lock principle

Must include an asset lock provision in their articles, that prevents assets or surplus income from being used for private gain apart from the objects of the company. If solvent during dissolution, and subject to the consent of the regulator, surplus assets can be transferred to another asset locked body.

Does not have a statutory requirement to observe the principle but can include a provision with a similar outcome in its articles.

Trading

Can trade but is not allowed to rely on trading as a primary source of funding.

Can trade and generate income like a private company.

Allowed to trade and rely on trading income as primary source of funding.

Tax benefits

Enjoys multiple tax concessions including —

  • No tax on primary purpose trading, capital gains and investment.

  • Automatic 80% relief from business rates

  • No inheritance tax on legacies

Taxed as a commercial company with little to no concessions.

May not have the same tax advantages as charities but may access rate deductions for voluntary institutions at the discretion of their local authority.

December 3, 2016
April 8, 2024

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Register & Thrive: UK Company Formation Made Simple

Seeking to register your company in the UK? Get the latest insights for successful UK company formation with Companies House.

🔑 Key Highlights

  • A sole trader is the simplest form of a UK business structure. It suits mostly freelancers and solo entrepreneurs who prefer autonomy and direct control over their business operations and decisions.
  • Individuals in an LLP are not required to file a company tax return. However, untaxed profits are distributed, and the members pay via self assessment returns.
  • To register a company in the United Kingdom requires at least one director and shareholder to become a separate legal entity with distinct rights.
  • A UK-resident company is registered in the UK and is liable to pay UK tax. It does not require a UK resident director but must be registered at Companies House to a UK address.

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 – 

  • Sole trader;
  • UK limited company formation, which includes -
    • Private & Public Limited Companies (LTD & PLC);
    • Limited by Guarantee Company (CLG);
    • Limited Liability Partnerships (LLP);
  • General Partnerships.

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.

11 Defining Features of Limited Companies

Features Public Limited Company (PLC) Private Limited Company (LTD) Limited By Guarantee Company (CLG) Limited Liability Partnership (LLP)

Limited Liability

Separate Legal Entity

Minimum Number of Shareholders

2

1

1 member

2 members (An LLP does not have shares or shareholders its a constitution of members)

Minimum Number of Directors

2

1

1 member

2 members (An LLP does not have a director, its a constitution of members)

Transfer of Ownership

Can be publicly traded

Private

Private

Procedure for the transfer of interests indicated in the partnership agreement

Annual Confirmation Statement

Conversion

Can convert to an LTD

Can convert to a PLC

N/A

N/A

Minimum Share Capital

£50,000 (with at least 25% paid up)

£1

No specific

minimum

Management Structure

Board of directors

Board of directors

Board of directors

The designated members handle statutory obligations

User

Suitable for large companies

Common for small to medium companies

Common for small to medium companies

Professional service firms (eg. accounts and law firms)

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!

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See also: Your HMRC UTR Number Explained

Form a limited company with us. Call our team at +44 (0) 207 566 3939 or email us at info@capital-office.co.uk, and one of our formation experts will contact you to get the relevant company details and handle the company formation process for you. Depending on the Companies House workload, online company registration can take up to 6 working hours.

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.

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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 — 

  • IN01 form, which should contain the following details –

    • Proposed name

    • Registered office address for your business

    • Details of directors and shareholders

    • Share capital information

    • Information of the persons with significant control

  • Memorandum of association, which outlines the following details —

    • Company name

    • Type of company and its purpose

    • Name and signature of subscribers

    • Liability of the members

  • Articles of association

    • Management details, which may include the rights and responsibilities of the director, voting rights and board meetings

    • Decision-making processes

    • Classes and rights of shares

    • General meetings

    • Miscellaneous factors depending on the dynamics of your company

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.

In a hurry and just want some advice?

Our friendly team are on hand to help, get in touch today

Call us at

+44 (0) 207 566 3939

Email us at

info@capital-office.co.uk

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