How to form a company

  • The applicant must complete a form called IN01 and lodge it with Companies House. This is sent with the memorandum of association and possibly the company’s articles of association.
  • If Companies House conclude that the proper formalities have been met, they issue a certificate of incorporation.
  • The company will be registered with HMRC for the purposes of incorporation tax.

The company’s constitution is comprised of its memorandum of association and articles of association, the certificate of incorporation issued by Companies House and a current statement of capital. It can later be supplemented with copies of any court orders and legislation that alter the company’s constitution as well as any shareholders’ resolutions or agreements affecting shareholders.

Persons with ‘significant control’ over the company include anyone who:

  • Holds more than 25 percent of shares in the company
  • Holds more than 25 percent of the voting rights or
  • Holds the right to appoint or remove a majority of the board of directors of the company.

Companies House must be kept updated about such persons, and will make the information public. This helps third parties to judge whether to do business with the company.