Step-by-step list for setting up a company. Answer a few plain-English questions and Scorpia drafts the complete document for your situation, checks it with a second review pass, and shows you a free preview before you pay anything.
Draft my company formation checklist — free preview →COMPANY FORMATION CHECKLIST
Private Limited Company — England and Wales
This checklist is designed to guide founders through the key steps required to incorporate and establish a private limited company in England and Wales. It is a practical reference tool and does not constitute legal advice. Steps should be completed in approximate order, but some may run concurrently.
PART A — PRE-INCORPORATION DECISIONS
(A1) Choose a company name. Verify availability at Companies House (beta.companieshouse.gov.uk). The name must not be identical or too similar to an existing name. Check trade mark availability at the IPO (ipo.gov.uk).
(A2) Select company type. Confirm the structure: private company limited by shares (most common for trading), private company limited by guarantee (common for non-profits), or LLP.
(A3) Agree registered office address. Must be a physical address in England and Wales (or Scotland/NI if incorporated there). Cannot be a PO Box alone. This address is publicly available.
(A4) Confirm directors. Minimum one director required. Must be a natural person aged 16 or over. Record full name, date of birth, nationality, service address and residential address.
(A5) Confirm shareholders / members. Identify all shareholders, their proposed shareholdings, share classes and amounts paid or to be paid up. A sole director may also be the sole shareholder.
(A6) Decide share structure. Determine number of shares, nominal value, classes (ordinary, preference, A/B shares) and any special rights (voting, dividend, return of capital).
(A7) Appoint a Company Secretary (optional). Not legally required for private companies but recommended for larger or more complex structures.
PART B — INCORPORATION DOCUMENTS
(B1) Draft Memorandum of Association. Standard form under the Companies Act 2006 stating subscribers' intention to form the company and take shares.
(B2) Adopt Articles of Association. Either adopt the Model Articles (Companies Act 2006, Schedule 1) or draft bespoke Articles. Bespoke Articles are recommended where there are multiple shareholders or share classes.
(B3) Complete IN01 — Application to Register a Company. File online at Companies House (fee: £50 online / £71 by post as of 2024). Include: company name, registered office, directors, shareholders, share capital, SIC code, Articles.
(B4) Receive Certificate of Incorporation. Companies House will issue a Certificate of Incorporation confirming the company's legal existence and company number. Retain the original permanently.
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The law of England and Wales by default; Scotland and Northern Ireland are available where the document type exists there. The drafting notes behind each template are kept current with UK law.
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