Registering a UK company

We provide a comprehensive administrative support in the UK. It is not a legal requirement to have a company secretary, but we strongly recommend using this service. We will make sure your company is not stroked off/ shut down at the most inopportune moment because you were not aware of or failed to fulfil your legal obligations related to the company’s activities and accounts.

Moreover, it is easier for a company secretary to obtain and legalise necessary documents and statements, make requests, etc. on your behalf, because they are based in the UK. Bear in mind that basic services of a company secretary such as filing of an annual Confirmation Statement are already included in our incorporation packages.

Get in touch for one of the following:

• To customise company documents (resolution to set up a company, Articles and Memorandum of Association).
• To change a company director.
• To add or remove a shareholder.
• To report changes about directors and/or shareholders.
• To increase or decrease share capital.
• To change registered address.
• To change SIC codes, etc.

As of November 2025, Companies House introduced new mandatory regulations for verifying PCS’s, members and company director’s identities. We will be happy to guide you through this process and verify your identity on your behalf as a Companies House authorized agent. The cost of this procedure is included in our service package or can be acquired separately.

Please note, if you are (or were) a company member without verifying after it becomes a legal requirement, you may be committing an offense.

Company restoration

We provide a professional UK company restoration service, guiding directors and stakeholders through each stage of reinstating a company that has been struck off the register. Our service includes assessing eligibility, preparing and submitting the required applications, coordinating with Companies House, and, where necessary, managing the court restoration process. We ensure all outstanding statutory filings and compliance matters are addressed to achieve a smooth, accurate, and fully compliant restoration.

Company dissolution. We offer a professional and fully compliant UK company dissolution service, supporting directors through the formal closure of limited companies, whether the company is dormant or no longer trading. Our experienced team manages the entire process with Companies House, ensuring all statutory obligations are met accurately and efficiently. We provide clear guidance, attention to detail, and a structured approach to ensure a smooth and orderly dissolution.

UK companies are legally required to submit their annual accounts and tax reports to the Companies House and HMRC. Our team will prepare and submit your accounts and reports, including VAT reports and Payroll.

You can find more information on our website on the Accounting Services page.

Nominee director

It is a common practice in the UK to appoint a nominee director if you are not in the country and require a nominee director to perform basic administrative functions in your company.

Imperial and Legal offers nominee directors that are UK citizens and residents. Depending on your needs, they can be signatories on a bank account, sign contracts and even represent you during business meetings.

It is not illegal to have a nominee director. According to the current legislation, the Companies House keeps records of all directors, shareholders and persons with significant control, including nominee persons.

The cost of a nominee director service from Imperial & Legal is from £2,000 per annum.

Nominee shareholder

Nominee shareholder usually comes hand in hand with a nominee director. By using both of these services, your presence will not be required in the UK, even in dealings with banks.

The cost of a nominee shareholder service is from £300 per annum.

If your company trades in Great Britain but you are not here full-time, you might want to appoint a representative to manage your business bank account in your name, to make payments as and when instructed by you.

We offer this service to business owners – talk to our consultants to discuss full details and costs. Bear in mind that the bank account management service is sometimes included in another service offered by Imperial & Legal, e.g. nominee director.

When you are asked to show a company is operational and active in the UK to the authorities in another country, you need to obtain a Certificate of Good Standing. Our specialists will help you request, obtain and legalise such certificate.

The cost of obtaining a Certificate of Good Standing without an Apostille is from £150.

If your company trades outside the UK, importing and/or exporting goods across the EU border, you must have an EORI number. You might be required to obtain an EORI number even when you receive small courier packages from outside the EEA.

EORI stands for Economic Operator Registration and Identification. It is 17-digit number directly linked to your company’s VAT number.

The cost of obtaining an EORI number from our specialists is from £180.

Sole trader is a self-employed entrepreneur. In other words, their activities generate more than £1,000 a year and cannot be classed as the work of an employee.

Individual entrepreneurs in the UK are inseparable from their business. The businessman is fully liable for all debts incurred in the course of business activity, i.e. all his assets. The Sole Trader must make social security contributions and pay tax at a progressive rate as an individual.

In Great Britain only those who have the right of permanent residence in the country, i.e. citizens or holders of a residence permit, can run their business as sole traders.

What are the advantages of being a sole trader in the UK? Although Sole Traders are required to document all their transactions, the overall paperwork and reporting is much simpler than in corporate structures.

In addition, English sole traders are often part of government programmes to support small businesses. In certain circumstances, they may be eligible for social benefits.

A limited liability company is fully independent of its owners. It is responsible for its own activities, finances and obligations. It can sign contracts and borrow money in its own right. The owners’ liability is limited, i.e. they are only responsible for the company’s debts up to the sum of their investments or guarantee.

A limited liability company must be registered with the Companies House as limited by shares or by guarantee.

The same person can be both an owner and a director of a UK company. Citizenship or residence of shareholders and directors do not matter.

Company limited by shares

A company limited by shares is the most common type of company, especially for small and medium-sized businesses. It is designed for people who want to run a profitable business and distribute profits to themselves.

Shares received in return for investment determine the percentage of ownership and how much dividends you are paid on distribution. It is also common to reinvest a portion of income back in the company. Every shareholder is financially protected. If the company is unable to pay its bills, owners are only asked to contribute the nominal value of their shares.

Shareholders can appoint other people to manage day-to-day business on their behalf or become directors themselves.

Company limited by guarantee

This type of company is most commonly used when a not-for-profit company or charitable organisation needs to be registered.

Such companies are owned by guarantors, as they have no shareholders. The owners usually prefer to reinvest the profits made in the business rather than withdraw them for themselves. The personal liability of the guarantor is limited to a fixed amount of money called a guarantee. The sum guaranteed must be paid to the company if the company cannot pay its own bills.

The guarantors appoint themselves or others as directors to manage the company.

It is a limited liability company that can trade its shares on a stock exchange; it is not obligatory, however, and the company can be fully owned by private individuals. PLC at the end of a company name generates more prestige, trust and respect.

PLCs can be ready-made or tailored to your needs. Former are fast and easy to set up but might not reflect all your requirements. Latter are produced entirely to your requirements, normally taking just 24 hours to set up.

How to register a PLC

The company must have a unique name and a minimum of £50,000 worth of issued shares, of which at least 25% must be paid up for the company to start operating.

There must be two or more shareholders, not less than two directors (one of them must be 16 years of age or older) and a company secretary. Owners can be directors or have somebody else running the business. The owners are only responsible for the company’s debts up to the value of the shares they have bought.

PLC’s financial statements must be audited and filed with the Registry Office for public access within 6 months after the end of the financial year. An annual declaration with the current registration details of the PLC is also sent to the Chamber of Registration.

What to do after registration

The company secretary is required to comply with all requirements such as keeping minutes of annual meetings, registering shareholders and directors, issuing share certificates, etc.

The Companies House must be notified of the accounting date and of any changes in ownership, directors or change of address of the PLC. The primary accounting records and accounts, as well as staff records, must always be kept up to date.

The company must be PAYE and VAT registered.

Taxation

A PLC is obliged to pay corporation tax on all taxable profits. Profits may be distributed to shareholders in the form of dividends, on which shareholders will pay tax, but the company does not have to contribute anything to social security. Company directors are usually on the payroll and pay tax under the PAYE system (tax automatically deducted from their salaries).

This business structure combines features of a traditional partnership and a limited liability company. LLPs are fully independent of its partners and can enter into contractual relationships and own assets, e.g. real estate. At the same time, LLPs don’t have to pay corporation tax; instead, each of their partners must declare income from the LLP.

Partners’ liability is limited by the amount they paid on registration. A partnership agreement is not mandatory but recommended.

Any LLP registered in England or Wales is required to submit its financial accounts at the end of tax year as well as tax returns of its partners to the HMRC. If an LLP operates and receives profit in the UK, partners must pay income tax in the UK.

How to register an LLP

A partnership must have a unique name and not less than two partners who can be either individuals or legal entities. There are no requirements for citizenship/ jurisdiction and residence of partners.

At least two partners or all partners must become Designated Partners. They have legal and criminal responsibility for the corporate reports being correct and in the right order.

LLP tax liabilities

Taxes must be paid by partners and not the partnership itself. If an LLP is not active in the UK and its partners are not UK tax residents, then tax liability exists only in the country of their tax residency.

Moreover, there is no stamp duty on LLP related real estate.

This structure is very similar to a Limited Liability Partnership (LLP). An SLP also has a legal identity and is completely independent of its partners, allowing it to enter into contractual relationships, borrow money and own assets such as real estate.

There are two types of partners in an SLP: responsible partners, who are responsible for the management of the SLP and are liable for the debts and obligations of the partnership, and limited partners, whose liability is limited to the value of their investment in the partnership. Limited partners cannot participate in the management of the SLP.

There are few reporting requirements for SLPs. Unlike limited liability partnerships, SLPs do not need to file annual accounts if there is no business in the UK.

How to register an SLP

Partnership registration takes place at Companies House in Edinburgh under a unique name and with a minimum of one responsible partner and one limited partner – partners can be either individuals or legal entities (e.g. a company). There are no nationality/jurisdiction or country of residence requirements for partners.

It is not obligatory to draw up a partnership agreement, but it is recommended that the terms of joint work between the partners be spelt out.

SLP taxation

The SLP does not pay income tax and the tax liability passes to the partners, where each of them must account for their partnership income. Therefore, if the SLP does not carry on business in the UK and the partners are not tax resident in the UK, tax will only be payable by the partners in their country of tax residence.

In addition, Stamp Duty is not normally payable on the entry of a property into or out of a partnership.

A branch is an integral part of a foreign company. All liability for debts incurred as a result of its activities in the UK is borne by the head office abroad. By registering a UK branch at Companies House, an overseas business organisation officially registers its presence in the UK.

Branch prepares and submits an annual report to Companies House, even if it does not carry on business in the UK but carries out market research or promotes the parent company’s products and services.