How to Set Up a Company in the UK

Setting up a company in the UK is one of the fastest incorporation processes in the developed world. A UK private limited company can be live at Companies House within 24 hours, run by entirely overseas directors, and trading internationally within a fortnight. The reason it sometimes feels harder than that is that the easy bit — the filing itself — sits inside a longer sequence of name checks, identity verification, tax registrations and banking that has to happen in the right order. This guide walks through that whole sequence the way we run it for clients, so you can either follow it yourself or use it as a checklist while we do it for you.

This is a UK market entry guide written for international founders, overseas parent companies and inward investors. If you are a UK resident setting up your first company, the same steps apply — you'll just skip the identity-verification and non-resident banking sections.

Step 1 — Choose the right structure

Most international entrants choose a Private Limited Company ("Ltd"). It is a separate legal entity with limited liability, can be wholly owned by an overseas parent, can issue shares, hire staff, sponsor visas and contract with UK enterprise customers. It is the default vehicle for an inward investment and the structure UK banks, landlords and HMRC are most familiar with.

The main alternatives are a UK branch (an "establishment" of the overseas company — lighter to set up but exposes the parent's full accounts publicly), a Limited Liability Partnership (used by professional services), and a Public Limited Company (only relevant if you intend to list). For the vast majority of overseas founders, the answer is Ltd. Our Branch vs Subsidiary guide covers the side-by-side.

Step 2 — Check and reserve the company name

Search the proposed name on the Companies House register before you commit to anything else. The name must be unique, must not contain a "sensitive" word (Royal, Bank, Chartered, etc.) without permission, and must end in "Limited" or "Ltd". Check trademark availability at the same time on the IPO register — a clean Companies House result is not the same as a clean trademark.

• Run the name on the Companies House WebCHeck (free).
• Cross-check the .co.uk and .com domains and key social handles.
• Confirm there is no live UK or EU trademark that would block use.
• Avoid names that imply a regulated activity (Insurance, Capital, Investments) unless you hold the relevant FCA permissions.

Step 3 — Decide on directors, shareholders and PSCs

Every UK company needs at least one named director (a natural person, aged 16 or over). There is no UK residency requirement — overseas directors are common — but every director must now complete UK identity verification under the Economic Crime and Corporate Transparency Act. The company also needs at least one shareholder, who can be the same person as the director or a corporate entity. Anyone holding more than 25% of shares or voting rights, or otherwise exercising significant influence, is a Person with Significant Control (PSC) and must be disclosed on the public register.

Step 4 — Set the SIC code and registered office

Pick a Standard Industrial Classification (SIC) code that genuinely describes the trading activity — banks and HMRC reference it. You also need a UK registered office address. This is the statutory contact address for Companies House and HMRC mail; it does not have to be your trading address. A virtual registered office in London is accepted by every bank and government department we work with, and is the right choice for a freshly incorporated overseas-owned subsidiary.

Step 5 — File the IN01 at Companies House

The IN01 is the incorporation application itself. It captures the company name, registered office, directors, shareholders, PSCs, SIC code, share capital and a Memorandum of Association. Most UK companies adopt the Model Articles of Association unmodified; bespoke Articles are only needed for specific governance arrangements (investor rights, multiple share classes, vetoes). Filed electronically, the IN01 normally completes within 24 hours and you receive the Certificate of Incorporation and a Companies House registration number by email.

Step 6 — Register for HMRC taxes

Once Companies House issues the certificate, HMRC automatically opens a corporation tax record and issues a Unique Taxpayer Reference (UTR) within 14 days. You then layer on the other registrations as needed:

• Corporation tax — automatic; confirm the UTR has arrived and activate the Government Gateway account.
• VAT — register voluntarily, or compulsorily once taxable UK turnover passes the £90,000 threshold (2026/27).
• PAYE — register before the first UK payroll run, including for a UK-based director paying themselves a salary.
• Construction Industry Scheme (CIS) — only if you operate in construction.
• Employer's Liability Insurance — statutory the moment you have a UK employee.

Step 7 — Open a UK business bank account

This is the step that catches international entrants out — the company can be incorporated in a day, but the bank account can take anywhere from a week to six months depending on which route you pick. The fastest path for a non-resident-director company is a digital business bank (Wise Business, Revolut Business, Airwallex) which typically opens in 5–10 working days. In parallel, start a high-street application (HSBC International Business, Barclays International Banking) so the relationship account is ready by month three or four when invoice values grow. Our UK Business Banking for Non-Residents guide covers documents, timelines and what slows applications down.

Step 8 — Post-incorporation housekeeping

These are the steps that turn a registered company into an operating one. Do not skip them — they are where governance, tax and banking problems originate twelve months later.

• Hold the first board meeting and minute it (adoption of Articles, appointment of directors, allotment of shares, opening of bank account).
• Issue share certificates and update the statutory registers (members, directors, PSCs, transfers).
• Capitalise the company by wiring the initial share subscription from the parent into the new bank account — UK banks track "first money in" and close unfunded accounts after 90 days.
• Appoint a UK accountant and agree the year-end date (the default is the last day of the month of incorporation).
• Diarise the first Confirmation Statement (12 months after incorporation) and the first set of statutory accounts (21 months after incorporation, then nine months after each subsequent year end).
• If you plan to hire from overseas, apply for a Skilled Worker sponsor licence early — current Home Office turnaround is 8 weeks plus.

Step 9 — Plan the first 90 days of trading

Incorporation is the start line. The companies that scale cleanly are the ones that decide, before they trade, who signs contracts, who approves payments, who runs payroll, and who files the first VAT return. Document those decisions in a short board policy at the first meeting. It is far cheaper than untangling them after the first audit.

Common mistakes to avoid

• Choosing a name that clears Companies House but collides with an existing UK trademark.
• Listing the parent's overseas address as the UK registered office — Companies House rejects the filing.
• Forgetting to complete director ID verification — the IN01 is paused until every director is verified.
• Treating the bank account as a downstream task — start it the same week as the IN01.
• Missing the first Confirmation Statement deadline — the company is struck off automatically.

How long does the whole process take?

End-to-end, allow five UK business days for incorporation, ID verification and registered office. Add 1–2 weeks for a digital bank account, 4–6 weeks for VAT registration if you need it, and 8–12 weeks for the first set of HMRC registrations to be fully active. A company that starts the process on Monday can realistically be invoicing UK customers, paying UK suppliers and running a UK payroll within a calendar month.