What documents are needed to set up a limited company?

by | Nov 24, 2021

When it comes to setting up a limited company, you’d expect that there’d be all kinds of hoops to jump through, red tape to navigate, and various documents required to prove who you are and how you’re going to operate.

Thankfully, the process is simpler than ever in the digital era, with a few of the previously trickier aspects now being automated. With the correct information at hand, registering your company with Companies House can be sorted in a matter of hours.

Once on the public register of companies, you’ll receive your official documents; we’ll talk about those a little further on.

The documents you once had to create and provide

There are only two documents required to set up a limited company. When applying online, the process automatically creates or provides them with your supplied information or via standard template options.

These two items are supplied on completion of each application as part of your official registration documents.

As written on the gov.uk website:

When you register your company, you need:

· A ‘memorandum of association’ – a legal statement signed by all initial shareholders or guarantors agreeing to form the company.

· ‘Articles of association’ – written rules about running the company agreed by the shareholders or guarantors, directors and the company secretary.

If you apply by post, you, or your chosen agent, will have to create these two documents. Fortunately, the gov.uk website provides a template for the memorandum of association and three different model articles for applicants choosing the appropriate ‘articles of association’ for their operation.

The items you’ll need before you begin your application

A Government Gateway ID

To register online, you’ll need to create a new Government Gateway ID and password for your company—you can’t use a personal Government Gateway ID for its registration.

Registered office details

The registered office is the official address of the company. It has to be a full and correct postal address in the country the company is registered, and not a PO Box Number.

All statutory company mail is sent to this address, as well as the office being displayed on public record.

Business activity

Your company business activity is defined by a SIC code (Standard Industrial Classification code). Your code will be the one you pick from the Companies House list on the gov.uk website.

Personal information

Applicants and shareholders (or guarantors) need three pieces of personal information (from the example list below) to complete an application.

· Town of birth

· Mother’s maiden name

· Father’s first name

· Telephone number

· National insurance number

· Passport number

Each director, secretary, person with significant control, and shareholder will need to provide their name, date of birth, occupation, nationality, residential address and/or service address.

Share information

Shareholder and share allocation information will also be needed to register a successful application.

Payment

Online applications cost £12 and are payable by debit or credit card. Once payment is complete, the company is typically registered within 24 hours.

Applying by post using the paper method costs £40 (by cheque) for an eight to ten-day service.

The limited company set up documents you receive on completion

Online applications can expect digital copies of the documents once the application is approved. For those applying by post and paper form, copies are sent out in 8 to 10 days.

Certificate of incorporation

Once the company registration is complete, it becomes a separate legal entity. It’s distinct from its members, with the company details added to the public register of companies.

Companies House issues a ‘certificate of incorporation’ that includes the basic information about the company, typically including the registered name, the date of incorporation, and the company registration number (CRN).

The certificate of incorporation is proof that the company exists in line with the Companies Act 2006. The certificate of incorporation is required when applying for bank accounts, loans, grants, and trade accounts.

Articles of association

The company’s ‘articles of association’ dictates the rules and regulations of how the company is expected to be run and its administration; in other words, it acts as a company rulebook. They include shareholder’s rights, appointments, dividend distribution, removal of powers and officers, board meeting processes, and more.

‘Articles’ are submitted as part of the application or automated within digital options using the model articles as a template. The standard model ‘articles’ is typically used as the first version and applied automatically.

Memorandum of association

The memorandum of association is created by Companies House during the registration process and attached to the articles of association. The memorandum documents the first company members’ names—also known as subscribers.

This document is confirmation that the subscribers have agreed to form a company under the Companies Act 2006 and have accepted at least one share (of shareholder companies) or by ‘guaranteeing’ at least a nominal sum (where a company is limited by its guarantee).

Storing company documents, hard copies, and replacements

Ideally, you should store your formation documents at the registered office. Most companies will hold a single loose-leaf folder containing hard copies.

If you need replacements, you can organise copies using Companies House Service or telephoning the Companies House Contact Centre. Obviously, replacements are provided for a fee.

The documents and information in your company registers are available to view using the Companies House register search.

For registrations organised using a third-party service, each will have its guidelines into how you’ll receive documents, how and where copies are stored, and how to apply for copies when duplicates are required. The facilities and services of each third party will be dependent on the level of service and package paid for.

The online process

There are steps laid out on the gov.uk website to guide you through your application.

1. Check if setting up a limited company is right for you

2. Choosing a name

3. Choosing directors and a company secretary

4. Deciding who the shareholders or guarantors are;

and identifying people with significant control (PSC) over your company

5. Preparing documents agreeing on how to run your company

6. Checking what records you’ll need to keep

7. Registering your company

Applying online is relatively straightforward as long as you’ve done your due diligence and have all the elements to complete the application to hand.

Registering by post

To register by post, you’ll need to complete a 35-page paper application. The instructions for the completion of form IN01 are mapped out on the gov.uk website.

The instruction guide helps applicants with the following areas:

· The memorandum of association is in an appropriate format.

· Ensuring a valid company name ending: for example, Limited or Ltd.

· That the company name is available and not a duplicate of an already-registered option.

· Articles of association are supplied or created in the correct format.

· The country of residence is on the standard nationality list.

· Totals are included for the statement of capital and share details.

· Inclusion of all prescribed particulars.

· Inclusion of class of shares.

Registering using a formation agent

Third-party organisations provide different levels of service and packages to assist individuals in setting up a limited company.

There are several advantages to using third-party agents. The most utilised key service is address protection, providing their address as your company’s registered office and often as the director’s service address.

It doesn’t end there, though; they can help with business bank account setup, hard copy document versions, share certificates, call answering, GDPR compliance, future filings, annual accounts, cancellation protection, and more. It’s all down to the provider and the level of service you choose to pay for. Companies House provides a list of formation and secretarial agents with the approved software to submit electronic registration applications. Generally, these agents provide a simple ‘no frills’ application to assure your registration.

· Guidance on the type of company that best suits your needs

· Assistance naming your company, including those that require permission

· Ongoing company secretarial support

· Registered office address services

· Help setting up a business bank account

However, when pinpointing alternative providers that offer bespoke services to help set up and register a limited company, LegalDrop can help match you with your perfect partner, organising your registration quickly and efficiently.

Registering using third-party software

Companies House provides software and online services that allow you to file company accounts and electronically deliver your details and returns.

To file details electronically, you must apply for an online filing account from the three option types.

Once your application is approved, you can obtain the software from a Companies House (and HMRC) provider or develop your own using the technical specifications detailed by Companies House.

Advice and guidance

Registering a limited company with Companies House is a reasonably straightforward procedure. However, there are many advantages to having a legal adviser guide you through the process—not only with the registration process but also in the best ways to set up your new limited company.

Several legal areas can result in costly problems without the essential experience and knowledge. Also, there are numerous setup areas where that same set of experienced hands will provide details, services, and peace of mind as part of such an essential service.

Let’s chat…

The above is intended as guidance only and does not substitute legal advice. Please browse our existing Company Formation services or get in touch with LegalDrop via our contact page if you need assistance.

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