UK Company Formation in 2026

Form the company; plan the obligations

The opportunity

A UK private company offers a familiar legal framework for trading, investment or group structures. Overseas owners and directors are possible, but incorporation should serve a defensible commercial purpose.

The 2026 change

Mandatory Companies House identity verification began on 18 November 2025. Directors and people with significant control (PSCs) have role-specific requirements and deadlines.

The essential distinction

A certificate of incorporation establishes legal existence. It does not establish UK operating substance, determine tax residence, confer immigration rights or guarantee a business bank account.

Why form a UK company?

Commercial rationale

A UK company may be appropriate where customers, contracts, investment or operations justify it. Record why this jurisdiction is preferable to alternatives.

Avoid artificial substance

A UK registered office and company number do not prove the existence of UK employees, customers, management or premises.

Total lifecycle costs

Assess governance, ownership, identity verification, accounting, tax, banking eligibility and ongoing filings before proceeding.

Legal forms and governance

Limited by shares

Common for trading and investment companies. Share rights, capital and articles should match the intended ownership and investment arrangements.

Limited by guarantee

May suit membership-based and non-profit arrangements. It is not automatically a charity and requires purpose-specific advice.

Directors and responsibility

A private company requires at least one director who is a natural person; a company secretary is optional. Directors remain responsible for records and statutory filings.

Overseas directors and shareholders

No blanket UK residency rule

Companies House confirms directors do not need to live in the UK, although the company needs a qualifying registered office address in its UK registration jurisdiction.

Prepare identity and authority

Collect valid identity documents, director service and residential addresses, ownership information and appropriate signing authorities.

Cross-border implications

Management location, overseas tax rules and banking eligibility need separate assessment. Incorporation does not confer a visa or right to work in the UK.

Directors: verification and personal codes

New directors

Mandatory verification began on 18 November 2025. The Companies House personal code for each new director is required in the relevant incorporation or appointment filing.

Existing directors

An existing director generally provides their personal code through the company’s next confirmation statement in the transitional period; multiple directorships require role-specific code submission.

Verification routes

Verify through GOV.UK One Login or an Authorised Corporate Service Provider (ACSP) appropriately registered with Companies House. Verification is distinct from banking due diligence.

PSCs: separate verification duties

Identify controllers

A PSC may hold more than 25% of shares or voting rights, or satisfy another statutory control test. Consider indirect ownership and significant influence or control.

Existing PSCs

An existing PSC who is also a director generally has a 14-day period after the confirmation statement date. An existing PSC who is not a director generally has the first 14 days of their birth month.

New PSCs and dual roles

A person becoming a PSC after 18 November 2025 can provide their personal code when added or within 14 days. A director who is also a PSC must supply verification details for each role separately.

Registered office and email

Appropriate registered office

Use a physical address in the same UK registration jurisdiction. Correspondence must reach the company and delivery be capable of acknowledgement. A PO Box is insufficient.

Public address and privacy

Registered offices and director service addresses are public. Directors also provide usual residential addresses, which are not routinely published. Obtain consent for third-party address services.

Registered email

An appropriate, monitored email address is mandatory and not publicly displayed. Keep it updated with Companies House.

Ownership, PSCs and records

Prepare an ownership chart

Trace shareholders through intermediate companies and trusts to the people who ultimately control the company. Check all applicable PSC tests.

Reconcile filings

Company registers, share capital, appointments, addresses, names and control statements should be consistent with supporting evidence.

Update promptly

Changes to directors, PSCs, addresses or share arrangements may trigger statutory notifications. Maintain an internal record and filing calendar.

A practical incorporation workflow

1 — Define

Agree the business purpose, company type, proposed name, directors, shareholders, PSCs and SIC/business activity.

2 — Verify

Arrange directors’ identity verification, establish PSC obligations and gather the necessary personal codes.

3 — Prepare

Confirm the articles, share structure, appropriate registered office, registered email and incorporation statements.

4 — Incorporate and operate

File the registration, obtain the certificate, establish statutory records and organise tax, accounting and banking workstreams separately.

Official 2026 fees and professional costs

Companies House fees

From 1 February 2026: digital incorporation £100; paper incorporation £124; same-day software incorporation £156; digital confirmation statement £50; paper confirmation statement £110.

Professional services

Registered office, verification through an ACSP, company secretarial assistance, accounting, tax advice and banking preparation can incur additional charges.

Obtain a complete quotation

Budget for initial and recurring obligations, not merely incorporation. Official Registry fees are not Coutts Consultants professional charges.

Tax and banking: two separate operational decisions

Corporation Tax

Tell HMRC when the company becomes active and within the applicable three-month period. Dormant status, first accounting periods and tax filing requirements depend on the facts.

Cross-border tax

Consider central management and control, foreign permanent establishments, shareholder tax and double-taxation rules. UK incorporation alone does not resolve international tax exposure.

Banking readiness

Banks assess ownership, residence, activity, funding and transactions independently. Assemble a consistent evidence pack; neither incorporation nor an introduction guarantees an account.

Obligations continue after incorporation

Confirmation statement

Review company details at least every 12 months and file within 14 days after the review period ends. The digital fee is £50 for the relevant payment period.

Accounts and tax

Companies House annual accounts and HMRC Corporation Tax returns follow distinct timetables. Check company-specific due dates and applicable exemptions.

Changes and records

Maintain company records and report relevant changes to officers, PSC information, share capital and addresses. Non-compliance can attract penalties or enforcement.

Formation evidence checklist

• Commercial purpose and UK jurisdiction rationale
• Company type, name and constitutional documents
• Directors, shareholders and PSC ownership chart
• Identity verification and personal codes
• Appropriate registered office and registered email
• Share structure and business/SIC description
• Business activity, customers and operating countries
• UK and overseas tax position
• Banking needs, funding and payment flows
• Annual filings, fees and compliance calendar