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Hanover Company Services, Ground Floor, One George Yard, London, EC3V 9DF, UK

Company Formation Specialists

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Who Is Needed To Set Up A Limited Company?

How many people do I need involved in my Company Formation?

One person may incorporate a United Kingdom private limited company and become its only shareholder and director. A director and shareholder must be named in the company registration papers. The director and shareholder may be the same person.

Can anyone be a director?

Generally it is up to the members / shareholders to appoint the people they believe will run the company well on their behalf. Restrictions that would prevent someone becoming a director are: disqualification by a court from acting as a company director (unless he or she has been given leave (permission) to act by a court for a particular company), un-discharged bankruptcy (except with leave of the court) and being under the age of 16. There is no maximum age for a director.

A private limited company must appoint a minimum of one director and must have at least one ‘natural person’ (i.e. an individual person) as director at all times. Public companies (PLCs) must appoint at least two directors at all times, one of which must be an individual.

A limited company can be appointed as a director, provided there is also an individual person in office as well.  Companies who only had corporate directors on or before 6 November 2006 have until 1 October 2010 to appoint such a director.

Do I need to declare my home address?

Yes – all directors must provide Companies House with their home address. However, they may also provide a ‘Service Address’. The service address will be on the public record and will be public information but the residential address will not be available to the public. A director can choose any address as the service address including the registered office address of the company. The address cannot be a PO Box. If the director chooses to use his residential address as the service address, this would not be disclosed on the public record.

Does every company need a secretary?

No – Private Limited Companies can choose not to have a Company Secretary. Should you wish to appoint a secretary, you are required to notify Companies House of their appointment by filling in the form AP03, (AP04 if the secretary is a limited company). If your company has a secretary and you wish to cancel their appointment, the form TM02 should be sent to Companies House. A limited company may act as Company Secretary.

A PLC (Public Limited Company) must have a Company Secretary at all times. The Company Secretary must be qualified in one or more of the following ways:

  • he has held the office of secretary of a public company for at least three of the five years before their appointment; or
  • he is a barrister, advocate or solicitor called or admitted in any part of the United Kingdom; or
  • he is a person who, by virtue of his or her previous experience or membership of another body, appears to the directors to be capable of discharging the functions of secretary; or
  • he is a member of any of the following bodies:
    • the Institute of Chartered Accountants in England and Wales;
    • the Institute of Chartered Accountants of Scotland;
    • the Institute of Chartered Accountants in Ireland;
    • the Institute of Chartered Secretaries and Administrators;
    • the Association of Chartered Certified Accountants;
    • the Chartered Institute of Management; or
    • the Chartered Institute of Public Finance and Accountancy.

What rights does a company secretary have?

They depend on the terms of his or her contract with the limited company. The secretary has no special rights under UK corporate law. These terms can be decided prior to company formation or afterwards if required.

Do I need a Registered Office?

Every Ltd company formation within England & Wales requires a Registered Office in either of these countries. Ltd company formations in Scotland or Northern Ireland must have an office in their respective countries. Although it is not unusual to use your home address as a Registered Office there is a possibility that the Inland Revenue may deem your home to have contributed to the business and could therefore apply a capital gains charge. If you have any queries regarding this please call our office prior to company formation. To avoid the above you may choose to use our offices in London or Bristol as your registered office.

It is essential to ensure that you can be contacted at your company’s Registered Office Address. Companies House may take steps to dissolve the company if they have been unable to contact the company at the Registered Office Address.

If you will be operating your limited company from overseas, it is essential to have a Registered Office in the UK, where important letters and reminders from Companies House can be received and sent on to you abroad. Our Registered Office Service provides reliable reassurance that you will not miss important correspondence from Companies House and the Inland Revenue.  

The annual fee for our Registered Office Service (in Bristol) is £50 (introductory offer for the first year only, please see the price list for further details). The service can be requested on our order form. Alternatively please feel free to contact us on 0800 068 5362.
When you order your company, please provide us with your Registered Office Address, even if you have chosen not to appoint your director. If you choose a temporary address, you can change this after the company has been incorporated, by completing the form AD01.  If you do not have a Registered Office Address, e.g. if you are outside the UK, we will be happy to act as Registered Office Address for a small fee (please refer to our Price List).

Appointing a Registered Office Address on incorporation ensures you receive all relevant post sent to the company, including the form CT41G (which details your Corporation Tax Reference Number). The form CT41G must be completed and returned to your local Corporation Tax office (the address will be detailed on the form) within the specified time stated on the form, or the company may be fined. The form CT41G must be completed and returned, even if the company will be dormant (not trading).

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