| Legal form | Private limited company (Ltd) |
| Minimum | one director aged 16 or over and one shareholder, who can be the same person |
| Company secretary | not required |
| Address | registered office at a physical UK address, plus an email address |
| Identity verification | required for directors and PSCs since 18 November 2025 |
| Registration | online, usually within 24 hours |
| Corporation Tax | 19% to 25% depending on profits |
| Updated | November 2026 |
Who carries your company: director and shareholder
Your company needs at least one director, who is legally responsible for running it and for making sure its accounts are properly prepared. A director must be 16 or over and does not have to live in the UK. A private limited company does not need a company secretary.
It also needs at least one shareholder. One person can own the whole company and be its only director. The value of a share is yours to set. How far you are liable as director and shareholder is set out in director liability in a UK limited company.
Registered office and email: your company's address
Every limited company needs a registered office. It must be a physical address in the UK, in the same part of the UK where the company is registered: a company registered in Scotland needs a Scottish address. A PO Box no longer qualifies.
The address must also be "appropriate": post sent to the company has to reach you or someone acting for it, and the sender must be able to get confirmation of delivery. A company without such an address could be struck off the register.
The registered office is public on the register, so an address you want to keep private, such as your home, does not belong there. The company also gives an email address, which is not published and which it must read. UK Company Setup includes a registered office for the first year.
PSC: who controls your company
Anyone holding more than 25% of the shares or voting rights is a person with significant control (PSC). PSCs are confirmed at registration, and they too need a verified identity.
If you own the company alone, you are director, shareholder and PSC in one person. With several shareholders, the split of shares and votes decides who counts as a PSC.
Identity verification: required since November 2025
Since 18 November 2025, identity verification at Companies House is a legal requirement. The Economic Crime and Corporate Transparency Act 2023 wrote it into the Companies Act 2006. Every director and every PSC needs a verified identity.
Online verification accepts a biometric passport from any country, and in most cases it is done only once. Each person then holds a personal code, and the company needs every director's code to register. The route from passport to tax reference: how a UK company is formed.
What goes into your company's registration
These details and documents go to Companies House at registration.
- Memorandum of association: the founding shareholders' statement, created automatically when the company is registered online
- Articles of association: the company's rules, either the standard model articles or rules of its own
- Statement of capital: the shares, the shareholders and the rights of each class of share
- Each director's details and personal code
- The company's PSCs
- A UK registered office and an email address
Your first year: duties and deadlines
Fixed deadlines at Companies House and HMRC start with registration. Late filing brings penalties.
| Duty | Deadline | Authority |
|---|---|---|
| Confirmation statement | at least once every 12 months, no later than 14 days after the review period ends | Companies House |
| First accounts | 21 months after registration | Companies House |
| Later annual accounts | 9 months after the financial year ends | Companies House |
| Pay Corporation Tax | 9 months and 1 day after the accounting period ends | HMRC |
| Company Tax Return | 12 months after the accounting period ends | HMRC |
| Keep records | 6 years from the end of the last financial year they relate to | HMRC may check them |
GOV.UK: Accounts and tax returns for private limited companies; Running a limited company (November 2026)
Corporation Tax: what your company pays
Your company pays 19% Corporation Tax on profits of £50,000 or less and 25% on profits above £250,000, with Marginal Relief in between. A company that is UK resident for tax pays on its profits from the UK and abroad.
There is no tax bill. The tax follows from the company's own return, and the return is filed even when the company makes a loss. A company is usually set up for Corporation Tax at registration; the service is added once it starts to do business.
HMRC writes to the registered office: the Corporation Tax activation code arrives within 10 days, or 21 days if you live abroad. If the company pays you a salary, it must register as an employer, even if you are its only director. Rates and deadlines in detail: UK corporation tax.
Where your company is run
The question that matters most comes from your home country. A company run from there may be treated as resident there too. When two countries both treat a company as resident, their tax treaty settles it: the UK treaties with Germany, Austria and Switzerland treat the company as resident where its place of effective management is situated.
So plan where board decisions are really taken before you register, and check your own country's rules and its treaty with the UK.
Your questions about a UK limited company
Do I have to live in the UK to be a director?
No. Directors can live abroad. What has to be in the UK is the company's registered office.
Does my company need a company secretary?
No. A private limited company does not need one.
Is my company's address published?
The registered office is public on the register. The company's email address is not published.
Who has to verify their identity?
Every director and every PSC, meaning anyone holding more than 25% of the shares or voting rights.
What happens if the confirmation statement is missing?
The company can be fined up to £5,000 and struck off the register.
How long must the company keep its records?
6 years from the end of the last financial year they relate to. Failing to keep accounting records can mean a £3,000 fine or disqualification as a director.
Sources
- Checked against GOV.UK Set up a private limited company; GOV.UK Running a limited company; GOV.UK Accounts and tax returns for private limited companies; Economic Crime and Corporate Transparency Act 2023 s. 64; Companies Act 2006 s. 1110A; UK treaties with Germany, Austria and Switzerland, art. 4
- GOV.UK: Set up a private limited company
- GOV.UK: Running a limited company
- GOV.UK: Accounts and tax returns for private limited companies
- GOV.UK: Verifying your identity for Companies House
- GOV.UK: Corporation Tax rates and reliefs
- legislation.gov.uk: Economic Crime and Corporate Transparency Act 2023, section 64
- legislation.gov.uk: Companies Act 2006, section 1110A
- GOV.UK: UK-Germany double taxation convention