How is a private limited company formed and what documents do you need?
A company is registered by filing the necessary documents and paying the
required fee at Companies House. The company is brought into existence when
the Registrar of Companies (Registrar) issues the certificate of
The prospective owners of the company can either, (1) register a new
company with documents that are specifically tailored to their requirements
(a tailor-made company), or (2) buy a company that has already been
incorporated but has not yet traded (a shelf company).
The following forms must be sent to Companies House to incorporate a
• Application to register a company on Form IN01 and the fee;
• Memorandum of Association; and
• Articles of Association (except where you adopt model articles in their
Form IN01 is used to complete the following details:
• the proposed name of the company;
• the part of the United Kingdom where the company will have its registered
office (this cannot be subsequently changed);
• general details about the proposed company, including a statement of
proposed officers, the director(s), and the secretary if it has one,
whether it is a public or private company and its intended registered
office address; and
• a statement of capital and initial shareholdings or a statement of
Details regarding the current level of fees are available from Companies
The Memorandum of Association confirms the subscribers'
intention to form a company and become members of that company on formation
and is in a prescribed format. In the case of a company that is to be
limited by shares, the memorandum will also provide evidence of the
members’ agreement to take at least one share each in the company.
The Articles of Association contain the internal
regulations and bye-laws covering procedure, shares, meetings, directors
and other administrative issues. The articles are chosen by the members and
form a contract between the company and its members. They help to ensure
the company’s business runs as smoothly and efficiently as possible. Every
company is required to have articles by law and the articles are legally
binding on the company and all of its members. On incorporation, a company
can adopt Model Articles, Model Articles with amendments or bespoke
articles and the choice will be indicated on Form IN01. Model Articles are
available for private companies limited by shares, private companies
limited by guarantee and public companies. The different types of Model
Articles are found in schedules 1-3 of ‘The Companies (Model Articles)
Regulations 2008 (SI No. 3229)’.
Once the company is registered the Registrar will issue a Certificate of
Incorporation. This confirms the company legally exists and shows the
company number and date of formation.