100 questions, answered plainly

Do I have to register a company to run a business?

No. You can trade as a sole trader without registering at Companies House, though you must still tell HMRC. Registering a company creates a separate legal person, which is a different thing from being allowed to trade.

What is the difference between a sole trader and a limited company?

A sole trader is the business — same legal person, personally liable for its debts. A limited company is separate: it owns its own assets, owes its own debts, files public accounts, and pays corporation tax rather than income tax on profit.

How many people do I need to start a limited company?

One. A single person can be the only director and the only shareholder. An LLP is the exception — it needs at least two members.

Do I need a business plan to register?

Not for Companies House. You will need one for most lenders, some banks and every grant application, so it is worth having before you need it in a hurry.

Can I register a company while employed?

Yes. Check your employment contract for restrictions on outside interests, and remember that your directorship is published on the public register where an employer can see it.

Can I register a company if I am not a UK resident?

Yes. There is no residency requirement for directors or shareholders, and no requirement to visit. The company needs a registered office in its jurisdiction of registration, and every director must verify their identity.

Can a company register another company?

A company can be a shareholder, and can be a corporate director in limited circumstances, but every company needs at least one director who is a natural person.

What is a SIC code?

A standard industrial classification code describing what the company does. You give at least one at registration, and banks, insurers and lenders read it later as a statement of what you actually do.

Can I change my SIC code later?

Yes, on the confirmation statement or by filing a change. It is worth doing when what you actually sell has drifted away from what you picked in thirty seconds at formation.

What is the memorandum of association?

A short statutory document recording that the subscribers agreed to form the company and take at least one share each. It is fixed at incorporation and cannot be amended afterwards.

What are articles of association?

The rules the company runs by — how directors act, how shares are issued and transferred, how decisions are made. Model articles are the default; bespoke articles matter as soon as more than one person owns shares.

Should I use model articles or bespoke ones?

Model articles are adequate for a single-shareholder company. With two or more shareholders they say nothing useful about deadlock, someone leaving, or a shareholder who stops working in the business.

Can I register a company for a future start date?

No. A company exists from the date Companies House incorporates it, and its filing obligations start then. You can incorporate now and simply not trade yet.

What happens immediately after incorporation?

You get a company number and a certificate of incorporation. Then: corporation tax registration with HMRC, a bank account, identity verification if not already done, and a first confirmation statement date to diarise.

Can I register a company myself without an agent?

Yes, directly with Companies House for the statutory fee. An agent is worth paying for a name checked before submission, addresses that keep your home off the register, identity verification, and the filings after year one.

How do I check whether a company name is available?

Nothing can confirm availability before submission — Companies House decides then. What you can check is whether the name breaks the rules and whether an existing company reduces to the same name, which is what our checker does.

What is the "same as" rule?

Companies House strips punctuation, spacing, the company-type ending and certain common words from both names, and treats some characters as equivalent. If two names reduce to the same string, the second cannot be registered.

Which words are disregarded in the "same as" test?

Words like the, company, UK, GB, group, holdings and services, among others, along with the company-type ending. "The Example Group Limited" and "Example Ltd" reduce to the same thing.

What is the "too like" rule?

A discretionary judgement, separate from "same as". Companies House can direct a company to change its name if it is too like one already registered, usually after the existing company objects within a defined period.

What are sensitive words?

Words the law restricts because they imply a connection to government, a regulated profession or a status the company may not hold — bank, royal, institute, chartered, trust and many more.

Can I still use a sensitive word?

Usually yes, with written non-objection from a specified body. Which body depends on the word, and so does what they want to see. We will tell you which and what.

Which characters are allowed in a company name?

Letters, numbers, spaces and a defined set of punctuation. Anything outside that set is rejected, and there is a 160-character limit including the ending.

Is "Ltd" different from "Limited"?

Not in law. Both are permitted endings for a private company limited by shares, and Companies House treats them as identical under the "same as" rules. A Welsh company may use "Cyfyngedig" or "CYF".

Does registering a company name protect it as a brand?

No. Company names and trade marks are separate systems. A name can be lawfully registered at Companies House and still infringe a trade mark, and the mark holder can force a change.

Can two companies have similar names?

Yes, provided they do not reduce identically under the "same as" rules. Similar is allowed; identical after reduction is not, and "too like" can still be challenged.

Can I reserve a company name?

No. There is no reservation system in the UK. The only way to hold a name is to register a company with it.

Can I trade under a different name?

Yes — a trading name. You must still display the registered company name and number on your website, invoices and correspondence.

Who can be a company director?

Anyone aged 16 or over who is not disqualified and not an undischarged bankrupt. There is no nationality or residency requirement.

Do I need a company secretary?

Not for a private company — it is optional. A public limited company must have one, and they must be qualified for the role.

What are a director's legal duties?

The Companies Act sets out seven, including acting within powers, promoting the success of the company, exercising independent judgement and reasonable care, and avoiding conflicts of interest.

Can a director also be a shareholder?

Yes, and in most small companies they are the same person. They remain separate roles: one runs the company, the other owns it.

How do I appoint a new director?

The company appoints them under its articles, then the appointment is filed at Companies House within 14 days and the company's own register of directors is updated.

How do I remove a director?

The route is in the Companies Act and the articles, and it involves notice and a shareholder meeting. The Companies House filing records the outcome; it is not the mechanism.

Does resigning as a director cancel my shares?

No. Directorship and shareholding are separate. Resigning changes nothing about what you own.

Can a company have no directors?

No. A private company must have at least one director who is a natural person, at all times.

What is a person with significant control?

Someone holding more than 25% of shares or voting rights, or who otherwise controls the company. The PSC register is public, and filing it wrongly is a criminal offence.

What if nobody holds more than 25%?

Then there may be no PSC, and the company records that fact instead. It still has to be recorded — silence is not an answer Companies House accepts.

Is my date of birth published?

Only the month and year appear on the public register. The full date is held by Companies House but not published.

Can a disqualified director be involved in a company?

No, not in its management, and acting through someone else does not cure it. Disqualification is enforced, and breaching it is a criminal offence.

How many shares should I issue at formation?

There is no minimum and no right answer, but one £1 share is awkward — you cannot give someone 10% without issuing more or splitting it. A hundred £0.01 shares costs the same £1 and divides cleanly.

What is nominal value?

The face value of a share, often £1 or a penny. It is not what the share is worth; it is the amount the shareholder is liable to pay the company for it if it is unpaid.

What does "limited liability" actually limit?

Your liability to the amount unpaid on your shares. It does not protect you from a personal guarantee you gave to a bank or landlord, or from your own wrongful acts.

What is the difference between issuing and transferring shares?

Issuing creates new shares and dilutes existing holders. Transferring moves existing shares from one person to another and dilutes nobody.

Do I have to tell Companies House about a share transfer?

Not at the time. The company updates its own register of members immediately, and the change is reported on the next confirmation statement.

Is stamp duty payable on a share transfer?

It can be, depending on the consideration. Where duty is due, HMRC stamps the form before the company registers the transfer.

What are share classes for?

Different rights — voting, dividends, capital on a winding up. Separate classes let you pay different dividends to different holders, or give someone economics without control.

What are pre-emption rights?

A right of first refusal for existing shareholders when new shares are issued or existing ones sold. They are in most articles, and ignoring them can make an allotment challengeable years later.

Can I issue shares to someone overseas?

Yes. There is no residency requirement for shareholders, though it may make identity verification and banking more involved.

What is a shareholders' agreement?

A private contract between shareholders covering what the articles do not — deadlock, leavers, drag and tag rights, what happens if someone stops working in the business. It is not filed anywhere.

Can shares be issued unpaid?

Yes, wholly or partly. The unpaid amount remains owed to the company, it is a debt, and it appears on the public statement of capital.

How do dividends work?

They are paid out of distributable profits, in proportion to shareholding within a class, and must be documented. Paying a dividend the company cannot afford makes it unlawful and repayable.

What is a registered office address?

The company's official address, published on the public register, where Companies House and HMRC write. Every company must have one, in its jurisdiction of registration.

What is a director service address?

The correspondence address for an individual director, secretary or PSC. It is published. Without one, that person's home address goes on the public register instead.

Is a service address the same as a registered office?

No. One belongs to the company, the other to the person, and they are separate records at Companies House. Buying a registered office does not give your directors a service address.

What is a business trading address?

The commercial address customers, suppliers and couriers use. It is not filed anywhere and not published — it exists for commerce, not compliance.

Can I use my home address?

Yes, and it costs nothing. It then appears on the public register, free to search, and it stays in the historic record even after you change it.

Can I remove my home address after using it?

You can change it going forward. Anything already published stays in the filing history, though a separate application to suppress a residential address is possible in defined circumstances.

Can a registered office be a PO box?

Not on its own. It must be an appropriate address where documents can be delivered and receipt acknowledged.

Does the registered office have to be where I work?

No. It must be in the jurisdiction of registration, but it does not have to be where the business operates.

Can I change my registered office later?

Yes, by filing the change. It must stay within the same jurisdiction — an England and Wales company cannot move its registered office to Scotland.

What happens to post sent to a service I have cancelled?

It should be returned to sender. Change the address at Companies House and tell anyone else who writes to it, before the service ends.

How many companies share your addresses?

It is capped, and we monitor the public register for companies using our addresses without arranging it. An address shared with thousands of companies attracts scrutiny that lands on you.

Do I need all four address types?

No. A registered office is required. A service address is required unless you are content for a home address to be published. The other two exist for trade, not compliance.

Who has to verify their identity?

Directors, members of an LLP, and people with significant control. Anyone filing on a company's behalf must also be verified.

How is identity verified?

Either directly with Companies House, or through an authorised corporate service provider — an ACSP — which is a status Companies House grants and which can be checked.

Do I verify once, or for every company?

Once. Verification attaches to the person, so a director of four companies verifies a single time and the status is used for all of them.

Can I verify from outside the UK?

Yes. It takes more evidence, and documents may need certifying or translating, but there is no requirement to be in the UK.

What happens if I do not verify?

Acting as a director without a verified identity is an offence, and Companies House can reject filings made by unverified people.

Why do you ask for identity documents before taking payment?

Because an address activated before anyone is checked is how addresses get abused, and because we are obliged to. It is a condition of the service, not an afterthought.

What are your anti-money-laundering obligations?

Client due diligence, record keeping, and in defined circumstances making a report. We are supervised, and the supervisor and registration number are in the footer of every page.

Will you tell me if you make a report?

No — we are prohibited from doing so. That is also why we will never claim that no report has been made.

Can you guarantee a business bank account?

No, and nobody can. Every provider decides for itself, applies its own checks, and may decline without giving a reason.

What is the difference between a bank and an e-money institution?

A bank holds deposits protected by the Financial Services Compensation Scheme up to £85,000 per depositor per licence. An e-money institution safeguards money separately instead — a real protection, but a different one.

Will a bank accept a registered office address?

Some will, some will not, and some accept it for the registered office but want a separate operating address. Worth knowing before you apply rather than after a refusal.

Can a non-resident open a UK business account?

It is possible but harder. Some providers require a UK-resident director, some require a visit, and some onboard remotely with more evidence.

Do I need a business account, or can I use my personal one?

A limited company's money is not your money, and mixing them makes accounts, tax and any future dispute considerably harder. Most banks also prohibit business use of a personal account.

Why was my application declined?

Providers rarely say. The usual causes are identity evidence that does not match the register, a vague description of the business, SIC codes that contradict it, or an ownership chain that is not fully explained.

Do you get paid for bank introductions?

Where a provider pays a referral fee we will tell you, on the introduction, before you apply. It does not change what we tell you about your chances.

Can I open an account before the company exists?

No. A provider needs the company number, so incorporation comes first. Everything else can be prepared in parallel.

What is a confirmation statement?

An annual filing confirming the information on the register is correct — officers, PSCs, registered office, SIC codes, share capital and shareholders. It is due whether or not anything changed.

When is the confirmation statement due?

Within 14 days of the end of your review period, which runs from incorporation or from the day after your last statement.

What happens if I miss it?

It is an offence by the company and its officers, and it is the usual trigger for Companies House proposing to strike the company off. Filing it, and objecting to any strike-off notice, stops that.

Is a confirmation statement the same as annual accounts?

No. Separate filings, separate deadlines. Accounts report the finances; the confirmation statement confirms the register.

When are annual accounts due?

Generally within nine months of the accounting reference date for a private company, and sooner for a public one. Late accounts carry an automatic penalty that doubles for consecutive years.

What does dormant mean?

No significant accounting transactions in the period. It is a precise test, not "we forgot about it" — a single invoice payment can break it.

Does a dormant company still file?

Yes. Dormant accounts and a confirmation statement are both still due every year.

Can I change my accounting reference date?

Yes, within limits, and it can be shortened more freely than it can be extended. There are restrictions on how often it can be lengthened.

How do I close a company down?

A solvent company that has stopped trading can apply to be struck off. A company that cannot pay its debts needs an insolvency practitioner instead.

What happens to money left in a company at dissolution?

It passes to the Crown as bona vacantia. Distribute what is left, properly and with tax advice, before applying.

Can a dissolved company be restored?

Yes, administratively or by court order, generally within six years. Creditors do use it.

Who is responsible for filings — me or my agent?

You. The company and its officers carry the statutory duty. An agent can do the work and track the dates, but the obligation never transfers.

Do I have to register for corporation tax?

Yes, with HMRC, within three months of starting to trade. The company UTR arrives by post to the registered office.

What is a company UTR?

A unique taxpayer reference for the company, issued by HMRC after incorporation. It is not the same as your personal UTR.

When do I have to register for VAT?

Once taxable turnover passes the registration threshold HMRC sets, or voluntarily before that. Check the current threshold on gov.uk rather than trusting a figure quoted anywhere else.

Should I register for VAT voluntarily?

It can help if your customers are VAT-registered businesses and you have input tax to reclaim. It usually hurts if you sell to consumers, because your prices effectively rise by a fifth.

What is the flat rate scheme?

A simplified VAT scheme suiting businesses with few costs, and a worse deal for businesses buying a lot of goods. It depends on your numbers, not a rule of thumb.

Do I need PAYE?

If the company pays anyone a salary, including a sole director, yes — before the first payday.

Salary or dividends?

Both have different tax and different paperwork, and the balance depends on profit, other income and the current rates. This is a question for an accountant looking at your numbers.

Is a director's loan taxable?

Money taken that is neither salary nor dividend is a director's loan, and one left outstanding past the deadline attracts a corporation tax charge until it is repaid.

Does a UK company make me UK tax resident?

Not automatically. Where a company is managed and controlled affects where it is taxed, and you may have obligations in your own country. Take advice locally as well as here.