Checklist: Setting Up a New Private Limited Company in the UK

If you have decided to incorporate a company in the UK, or to purchase and tailor a “shelf company” – use this checklist to ensure you have all the information you need.

Company details

• Date on which the company is to begin trading.
• Proposed name of the company (NB: there are rules on what names can be used – see our article What Can You Call Your Company?).
  • Alternative name(s).
  • Whether a business name is to be used.
• Where will the registered office of the company be? (NB: this can be anywhere within England, Wales, Scotland and Northern Ireland)

Share Capital

• Amount in £’s (or other currency) of the initial issued share capital of the company and the denomination of each share (e.g. £100 divided into 100 shares of £1 each).
• Details of each of the proposed shareholders of the company:
  • full name;
  • address;
  • number of shares to be held by each; and
  • if any shareholder is to be a nominee, the name of person on whose behalf the share(s) are to be held (NB: in circumstances where the shareholder does not want the shares to be held in their name)

Directors

• The number of directors at incorporation (NB the minimum number is one director. There is no maximum number unless you decide to impose a maximum by adding a clause to the Articles of Association)
• Details of each of the proposed first directors of the company:
  • full name (including all forenames in full);
  • any former names;
  • nationality;
  • usual residential address (NB: the directors do not need to be resident in the UK);
  • service address – can be the registered office;
  • business occupation (if any);
  • date of birth.

Company secretary

• Details of any proposed secretary of the company (NB: this is optional for private limited companies):
  • full name (including all forenames in full);
  • any former names; and
  • service address – can be the registered office.

Auditor and accounts

• Have you decided to appoint auditors at the outset? (NB: you do not need to appoint an auditor at the outset if the company’s turnover does not exceed £6.5m, the balance sheet does not total more than £3.26m and there are no more than 50 employees).
• Details of any proposed auditors (in the UK) of the company:
  • name;
  • address; and
  • an individual in the firm who will primarily be responsible.
• What is the company’s accounting reference date (i.e., year–end) to be?