1. Is setting up a limited company right for your business?

You should work out whether you need to set up a limited company in the first place.

Being a sole trader is the most common legal structure for businesses in the UK. At the start of 2022, there were 3.1 million sole traders – 56 per cent of total businesses in the private sector.

It’s easy to set up as a sole trader and it comes with relatively few legal responsibilities, meaning it suits businesses that want to get started quickly.

But as we’ve already mentioned, sole traders have unlimited liability, which means they’re personally liable when something goes wrong. Being a sole trader can also be less tax-efficient.

Think about the type of business you’re setting up, and the risks involved. It’s usually a good idea to get professional advice if you’re not sure.

2. How do you choose a name for your limited company?

As two separate limited companies can’t have the same name, you’ll have to come up with an original name for your business.

Keep in mind that Companies House won’t allow anything offensive. They also have a list of sensitive words and phrases you can’t use.

Don’t forget you’ll need a digital presence so people can find your business. It’s important to check whether the name is available to use as a URL (you can do this using a domain checker).

As a limited company, your name will have ‘ltd’ after it (which is short for limited). If you don’t want to use limited in your name, then you have to complete ltd registration by post.

For some light-hearted inspiration on choosing a name, take a look at our business name generator.

3. How many limited company directors should you have?

Every limited company needs at least one director (someone responsible for running the company), but there’s no limit on the number of directors a company can appoint.

When setting up a limited company, the director must be 16 or over and their responsibilities will range from legal to financial. Gov.uk says that as a director you must:

• try to make the company a success, using skills, experience and judgement

• follow the company’s rules shown in its articles of association

• make decisions for the benefit of the company, not yourself

• tell other shareholders if you might personally benefit from a transaction the company makes

• keep company records and report changes to Companies House and HM Revenue and Customs (HMRC)

• make sure the company’s accounts are a ‘true and fair view’ of the business’s finances

• file a company tax return and pay corporation tax

Avoid these responsibilities and you could end up facing penalties and even prosecution, so make sure you’re prepared to meet them before you incorporate.

A good accountant can help on the tax front, while insurance can keep your limited company protected. Explore our limited company insurance options.

4. Decide on your shareholders

A limited company needs at least one shareholder. Shareholders can also be directors.

As a small business, this might mean you will be the only shareholder. And if your business only has one shareholder, that shareholder owns 100 per cent of the company.

That said, there’s no limit to the number of shareholders a limited company can have.

When you register your limited company, you need to give information about the shares and how they’ve been issued. You should state:

It’s common for new small limited companies to issue 100 £1 shares and pay £100 into the company bank account when incorporating.

You can divide this if you have more shareholders. For example, if you have two directors, you can issue 100 £1 shares, with both shareholders paying £50 into the company bank account.

This means the company is divided equally between the two shareholders, but you could also split it unevenly if you wanted to.

What is a person with significant control?

You need to identify the people with significant control (PSC) in your business and tell Companies House about them on your company’s PSC register.

Companies House says PSCs are likely to be people who have:

• more than 25 per cent of shares in the company

• more than 25 per cent of voting rights in the company

• the right to appoint or remove the majority of the board of directors

5. Prepare a memorandum and articles of association

These are the documents that say how you’re going to run your limited company.

The memorandum of association is the legal document that all your initial shareholders sign, agreeing to form the company. It’s created automatically when registering your company online.

The articles of association are written rules about running the company, agreed on by the directors and shareholders. You can use model articles as a template, or create your own.

Download your free memorandum and articles of association templates.