Frequently Asked Questions

Web Incorporation Service

  1. About the Web Incorporation Service
  2. Register and Sign in
  3. Managing your account
  4. Company Name and Address
  5. Standard Industrial Classification (SIC) code / nature of business
  6. Company Officer Details (Director and Secretary)
  7. Share Capital
  8. Company Subscribers (Shareholders)
  9. Persons with Significant Control (PSC)
  10. Company Registers
  11. Statement of Compliance
  12. Memorandum and Articles of Association
  13. Payment
  14. Confirmation and Emails
  15. Save and retrieve submission
  16. Managing your company and future filing obligations

1 About the Web Incorporation Service

1.1 What is the Web Incorporation Service?

It is a secure system for customers to submit their applications to incorporate a company online.

1.2 Who can use the service?

This service can be used by anyone who wants to incorporate a private limited company limited by shares, adopting model articles; and meeting the requirements of the Companies Act 2006. The Web Incorporation Service is not suitable for bulk use, i.e. those customers regularly filing large numbers of company incorporations. For bulk filing, the Software Filing service is more suitable.

1.3 Do I need any special software on my computer?

You will need an Internet connected PC or Mac, with a W3C compliant internet browser (e.g. Microsoft Internet Explorer v6 or later, Firefox v3, Safari v3 or later, Opera v9 or later, Chrome v0.2 or later). Your browser must have JavaScript enabled and be capable of supporting 128bit SSL.

You will also need to have a working email address able to receive attachments; and Adobe Reader to view the Memorandum of Association and Incorporation Certificate attached to the email.

1.4 Are there any service limitations?

The service is currently available for the incorporation of a private company limited by shares, adopting model articles.

1.5 When is the service available?

The online service is available 24 hours a day, 7 days a week. The service will only be unavailable for essential maintenance at scheduled times - these times will be advertised on the sign in screen.

Due to the need for document processing at Companies House, documents can only be examined during Companies House's working hours of 7:30am to 6:30pm, Monday to Friday.

1.6 How much does it cost?

To submit your company incorporation the fee is £15. The only additional costs to you will be your telephone or broadband charges whilst online.

1.7 What is a company?

A registered company is a legal entity with a separate identity from those who own or operate it. Most companies are limited liability companies which mean the liability of the members is limited by shares or by guarantee.

1.8 Who can form a company?

One or more persons can form a company for any lawful purpose by subscribing their name(s) to the Memorandum of Association and complying with the legal requirements for incorporation. Those persons who subscribe their names to the Memorandum of Association are known as "subscribers", and are the first shareholders of the company.

1.9 What type of company can I incorporate using this service?

Currently, you can incorporate - A Private company limited by shares, adopting Model Articles. This type of company has a share capital and the liability of each member is limited to the amount, if any, unpaid on their shares. A private company cannot offer its shares for sale to the general public.

1.10 Can Companies House help me to form my company?

Companies House can provide you with guidance on the forms and methods of incorporating a company, on your choice of company name and also provide general advice on matters such as filing requirements. However, we cannot advise you about the content of your company's articles, or whether a company is the best vehicle for your business. If you are unsure about any aspect of forming a company, you should consider seeking professional advice from a solicitor, accountant or company formation agent.

1.11 What happens to my company incorporation application at Companies House?

All company incorporation documents are subject to certain checks including those necessary to ensure proposed officers (director and secretary) are not on the 'Disqualified Directors Register' maintained by Companies House.

If the documents satisfy all the appropriate examination and company name checks, we will incorporate the company, issue a certificate of incorporation and place the documents on the public record for public inspection. Please note the incorporation does not take effect until Companies House has issued the certificate of incorporation. You should bear this in mind before obtaining company stationery or creating bank accounts. The incorporation certificate will be attached to the email confirming your company incorporation has been accepted, in PDF format. Alternatively, you can retrieve the certificate by signing into the WebFiling service and selecting 'My Recent Filings' from the top navigation bar (under the CH logo). The certificate will remain in this area for 10 days. You can sign into WebFiling using your email address, password and company authentication code at http://ewf.companieshouse.gov.uk/seclogin

1.12 What is the certificate of incorporation?

The certificate is conclusive evidence that the registration requirements of the Companies Act 2006 have been complied with and that the company is duly registered under this Act. The certificate will state:

  • the name and registered number of the company;
  • the date of its incorporation;
  • that the company type is private limited by shares;
  • whether the company's registered office is situated in England and Wales, Wales, Scotland or in Northern Ireland.

The certificate will be authenticated by the registrar's official seal.

2 Register and Sign in

2.1 How do I register for the service?

You just need to supply an email address and password to use the service. If you are already registered with the Companies House WebFiling service, you can sign-in to the Web Incorporation Service using the same email address and password.

You will also be sent an email to confirm your service registration and chosen password.

You only need to register once, regardless of how many company incorporations you want to file.

If you are a brand new customer to Companies House online filing services, the email address and password supplied will also be used to register you for the Companies House WebFiling service. WebFiling enables you to file other company documents online and also save and return to previous filings.

When your incorporation application is accepted, the company incorporation certificate will be sent to the email address supplied on registration.

2.2 What are the password rules?

Passwords for the Web Incorporation Service must be between 8 to 32 characters and a combination of letters (a-z) and at least two numbers (0-9).

2.3 How do I sign in for the service?

To sign-in enter your email address and password. When your account details are verified, you will be directed to the first stage of the Incorporation process to enter your company name and address.

2.4 I can't remember my password, how can I reset it?.

From the 'Sign in and registration screen' select 'Forgotten your password?' and enter your email address. An email will be immediately sent containing a link to a webpage, which will allow you to enter a new password.

2.5 How do I file other documents for companies that have already been incorporated?

The Web Incorporation Service is to be used to submit incorporation applications only. If you want to file other types of documents once the company is incorporated, then you can use the Companies House WebFiling service. As well as your email address and password, you will need a company authentication code. This is the secure code used to ensure that you are authorised to file documents on behalf of the company. The authentication code is automatically sent to the company's registered office address by post when it is incorporated; and you can also request an Authentication Code reminder for an existing company, which will be sent to the registered office address.

3 Managing your account

Managing changes to your email address, password and company authentication code (after your company is incorporated)

3.1 How do I change my password?

  • Sign in to the WebFiling service, and select 'Change account details'
  • Enter your current password, then enter the new password and confirm it by re-entering. The password must consist of between 8 to 32 alphanumeric characters and contain at least 2 numbers. Once a new password has been submitted the old password can no longer be used.

3.2 Can I change the email address I registered with Web Incorporation Service or WebFiling?

Yes. But you will need to sign in to the WebFiling service. Select 'Change account details'

Enter your password, then enter your new email address and confirm it by re-entering.

3.3 How do I amend my company registration details?

Sign in to the WebFiling service, and select 'Company authentication', from this screen you can:

3.4 I have forgotten my Company Authentication Code, can I have a reminder?

You can request a reminder copy of your Authentication Code letter:

  • Sign in to the WebFiling service using your email address and password
  • Select 'Request an authentication code?'
  • Select where the company was registered and enter the company number
  • Ensure the Registered Office Address is correct. A copy of your company Authentication Code letter will be sent within 2 working days by post to the Registered Office Address.

If you still have not received your code, ring the Companies House Service Desk on: +44 (0)303 1234 500.

3.5 I have changed my Authentication Code but the new code isn't valid?

Your new Authentication Code will overwrite the current one at the end of the working day. In the meantime the old code will still be valid.

3.6 How do I cancel my Authentication Code?

  • To cancel your Authentication Code, sign into WebFiling and select 'Change account'
  • Select 'Cancel a Company Authentication Code' and tick the box to agree
  • The code will automatically be cancelled from the next working day, or the date entered.
  • If you need to cancel your code sooner ring the Companies House Service Desk on +44 (0)303 1234 500.

3.7 Can I change my Company Authentication Code?

Select 'Company authentication', choose a new 6 character code, and re-enter to confirm.

3.8 I submit information for more than one company can I use the same Authentication Code?

Yes, initially you will receive a different code for each company, but you can then change the codes so that they are all the same.

Sign into WebFiling and select 'Company authentication' to change the company authentication code This code can be the same code for all companies that you submit information on.

4 Company Name and Address

4.1 Choosing a company name

Before choosing a company name use the WebCHeck to ensure the name is not the same as an existing registered company.

As a final check, the Companies House Web Incorporation Service will display a warning if the name you have selected is the same as another on the register.

4.2 Can I choose any name I want?

The company name must be available, i.e. cannot be the same as an existing name on the register; and will be checked for sensitive or offensive words or expressions.

The company name cannot contain more than 160 characters including spaces and name ending (e.g. limited or ltd.) All company names will be converted to capital letters and some symbols are not permitted in the name.

More information on choosing a company name is available in Guidance Booklet GP1, Chapter 6.

4.3 Sensitive words and expressions in a company name

If the proposed company name contains sensitive or restricted words or expressions, you cannot currently use this online service to incorporate your company. This is because you must provide appropriate supporting documentation before the company name will be accepted.

The Web Incorporation Service will check if a company name contains sensitive words or expressions, and display a warning notifying you of the sensitive word. More information on sensitive words and expressions is available in Guidance Booklet GP1, Chapter 7.

Other words or expressions considered to be offensive are not permitted and will result in the company incorporation being rejected.

4.4 What is a Registered Office Address?

By law every company must have a registered office. The registered office address is the 'home' of the company to which all official documents, notices and court papers have to be sent by law. This address must be a physical location for the delivery or inspection of documents. It cannot be a PO Box number (unless contained within a full address), a DX or LP number.

However the registered office need not be a place where the company carries on its day-to-day business. For example, some companies use their accountant's address as their registered office. However, the directors are responsible for ensuring their registered office is effective in terms of dealing with all notices, letters and reminders sent by Companies House or other organisations, businesses or individuals. For example, you could receive a legal demand from a creditor and you will need to respond promptly to avoid further action.

If any person you deal with in the course of your business requests in writing the address of your registered office, or the location where they can inspect your company records, or details of the records that you keep at your registered office, you must respond within five working days.

For England and Wales companies, the address provided can either be in England or Wales. For Welsh companies, the address provided must be in Wales. For companies registered in Scotland or Northern Ireland, the address provided must be in Scotland or Northern Ireland respectively.

Once the company is incorporated, you can choose to change the registered office address easily by submitting a form AD01 online.

5 Standard Industrial Classification (SIC) code - nature of business

5.1 What is a SIC code?

It's a unique 5 digit code that has a trade description (or nature of business) associated with it.

Companies House uses a condensed version of the full list of codes available from the Office of National Statistics (ONS).

5.2 How do I find the SIC code for my nature of business?

The individual SIC codes are broken down into a number of trade groups. Once you have found the trade group that applies to your business activity, choose your nature of business from the individual SIC codes within that group.

If you can't find a code to meet your business activity, you can choose one that is similar. You can also use the Companies House website to find a SIC code.

6 Company Officer Details (Director and Secretary)

6.1 What is the minimum number of officers a company requires?

The Companies Act 2006 requires private limited companies to appoint at least one director who is an individual. All directors must be at least 16 years of age.

A private company does not need to have a secretary, but may choose to have one.

6.2 Can anyone be a company director?

It is up to the members to appoint the people they believe will run the company well on their behalf. The only restrictions that prevent anyone becoming a director are:

  • they must not have been disqualified from acting as a company director (unless the court has given them permission to act for a particular company);
  • they must not be an undischarged bankrupt (unless they have been given permission by the court to act for a particular company);
  • they must not be under the age of 16.

6.3 What filing responsibilities apply to directors?

Directors must prepare and file documents required under the Companies Act 2006, including the annual accounts and annual returns. Failure to file these documents could result in directors being prosecuted and fined up to £5,000 for each offence and the company could also be struck off the register. In addition, the company will be liable to a civil penalty if its accounts are delivered late. Further information about late filing penalties can be found in our 'Late Filing Penalties' guide.

6.4 What are the different types of officers?

'Officer' is the term given to those who are the appointments of a limited company or a limited liability partnership (LLP), and includes the positions of Director, Secretary and LLP Member. These terms are applicable to the positions should they be held by a person or a corporate entity (i.e. a company or firm).

A Director is a person or a corporate entity appointed by the company members (shareholders) to run the company on their behalf. All companies must have at least one 'person director' and all directors must be at least 16 years of age. Where a director is a corporate entity (a company or firm), these are usually referred to as 'Corporate Director'.

A Secretary is a person or corporate entity appointed by the directors to be the chief administrator of the company. It is optional to have a secretary for private companies. Where a secretary is corporate entity (a company or firm), these are usually referred to as 'Corporate Secretary'.

6.5 How do I add officer details on incorporation?

Private limited companies must have at least one person director. When you have entered your company name and address, you will be asked to enter the details of your first director as part of the 'Officers' section. You can then choose to appoint multiple officers using the appropriate buttons on the Officers Summary screen, or simply proceed to the next section.

6.6 What information do I need to supply for officers (director and secretary)?

The information you will need to supply for each officer includes:

  • full name
  • usual residential address (not displayed on public record)
  • service address (can be the same as the registered office)
  • country/state of residence (i.e. the country or state where the address is situated)
  • nationality, occupation, date of birth and any former names (that have been used for business purposes in the last 20 years).

You may also have officers that are companies or firms, and for these you will need to supply the company or firm name, its registered office address, details of the legal form of the company, where it is registered and if applicable its registration number.

6.7 What is a service address?

The service address is a location where official documents and notices can be delivered (serviced) for the attention of an officer of the company. The address information provided for service address will appear on the public record. The address does not have to be a residential address, but if a residential address is provided within the address fields of the service address section, it will appear on the public record.

6.8 What is the Usual Residential Address?

The residential address is the home address of the director. The residential address information will not appear on the public record, so long as it is provided within the address fields of the residential address section.

Companies House will only provide residential address information to specified Public Authorities and Credit Reference Agencies - if a disclosure exemption is in place, this information will not be provided to Credit Reference Agencies.

6.9 What is a disclosure exemption?

An individual who is subject to (or in the process of applying for) a disclosure exemption, will not have their usual residential address information provided to Credit Reference Agencies.

If an individual is subject to a disclosure exemption, they should indicate this on their application to incorporate. No information regarding an individual's disclosure exemption will appear on the public record.

For an individual to be granted a disclosure exemption, a separate application must be made under Section 243 of the Companies Act 2006.

Any individuals who were subject to a confidentiality order under the Companies Act 1985 on 01/10/2009, will be treated the same as those with a disclosure exemption under s243.

6.10 How does an officer consent to act?

The company confirms that the officer named has agreed to the Statement of Consent to Act by selecting a tick box.

6.11 What is the European Economic Area (EEA)?

It is an economic area encompassing European Union (EU) members and many of its regulations, including company law. You will need to supply this information for corporate officers (e.g. adding a company or firm as an officer).

The countries currently comprising the European Economic Area (EEA) are:

Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden, United Kingdom.

6.12 What is an EEA company?

An EEA company is one to which the First Company Law Directive (68/151/EEC) applies. For EEA companies, you are required to give details of the register where the company file is kept (including the relevant state), plus the register (central register, commercial register, company register) as mentioned in Article 3 of the Directive

An EEA company is not determined by whether it is geographically situated within one of the countries comprising the EEA. The fact that a corporate body is registered (or based) within an EEA country does not necessarily make it an EEA company. For example, a UK-based LLP registered within an EEA country is not considered to be an EEA company, as the First Company Law Directive (68/151/EEC) does not apply to LLP's.

6.13 What is a non-EEA company?

A non-EEA company is one to which the First Company Law Directive (68/151/EEC) does not apply. Therefore, if the company or corporate body being appointed is registered in a country outside of the EEA, it is considered to be a non-EEA company, as the First Company Law Directive (68/151/EEC) cannot apply to a company registered in a country outside the EEA.

A non-EEA company is either a body corporate or firm that is a legal person under its governing law, such as a UK Limited Liability Partnership, Scottish Limited Partnership, United States LLC etc.

A non-EEA company is not necessarily determined by where it is geographically situated. For example, a UK-based LLP registered within an EEA country is considered to be a non-EEA company, as the First Company Law Directive (68/151/EEC) does not apply to LLP's.

6.14 How do I appoint or resign officers after the company is incorporated?

Once your company is incorporated, you can appoint new officers or resign existing ones via the Companies House WebFiling service. You will need to use your email address and password to log in to the service; and your company's authentication code. (This is the secure code used to ensure that you are authorised to file documents on behalf of the company. The authentication code is automatically sent to the company's registered office address by post when it is incorporated; and you can also request an Authentication Code reminder for an existing company, which will be sent to the registered office address.)

Once you have signed into the service, you will be presented with a company menu to choose the appropriate form type.

7 Share Capital

7.1 What is share capital?

When people form a company, they decide whether to limit the members' liability by shares.

On registration of a company limited by shares at Companies House, the shareholders must agree to take some, or all, of the shares. The statement of capital and initial shareholdings must show the names and addresses of the shareholders and the number of shares each will take. These people are called the subscribers.

7.2 What is the Statement of Capital?

The statement of capital is a "snapshot" of a limited company's issued share capital at a given time.

Companies incorporating as private limited by shares must complete a statement of capital and initial shareholdings as part of the application to incorporate.

7.3 What information needs to be included in the statement of capital?

The statement of capital must show with regards to the issued capital:

- the total number of shares of the company, - the aggregate nominal value of those shares, - and for each class of shares -

(i) prescribed particulars of the rights attached to the shares, (ii) the total number of shares of that class, (iii) the aggregate nominal value of shares of that class.

7.4 What is the class of share?

A company may have as many different types of shares as it wishes, all with different conditions attached to them. Typically, share types fall into the following categories:

  • Ordinary: These are the ordinary shares of the company with no special rights or restrictions. The company may divide them into classes of different values;
  • Preference: These shares carry a right that the company should pay any annual dividends available for distribution on these shares before other classes;
  • Cumulative preference: These shares normally carry a right that, if the company cannot pay the dividend in one year, it will carry it forward to successive years;
  • Redeemable: These shares are issued by the company with an agreement that it will buy them back at the option of either the company or the shareholder after a certain period, or on a fixed date. A company cannot have only redeemable shares.

7.5 What are the prescribed particulars?

The prescribed particulars are defined in the Companies (Shares and Share Capital) Order 2009. They are:

(a) Particulars of any voting rights attached to the shares, including rights that arise only in certain circumstances;

This means that the information should detail whether or not a shareholder gets a vote (and how many) when it comes to the company deciding to do something. These rights may also set out when and in what circumstances a shareholder gets a vote. Some shareholders get to vote some don't - so the voting rights set out whether a particular shareholder gets to vote or not, how many votes they get and in what circumstances.

(b) Particulars of any rights attached to the shares, as respects dividends, to participate in a distribution;

Dividends are payments made by a corporation to its shareholders. These particulars usually set out whether or not the shareholder is eligible for a dividend.

(c) Particulars of any rights attached to the shares, as respects capital, to participate in a distribution (including on winding up); and

When a business or firm is terminated or bankrupt, its assets are sold and the proceeds pay creditors. Anything left is distributed to shareholders, these rights will set out whether or not the shareholder has preference over other shareholders (if they have any rights at all).

It is however very unlikely that model article companies will issue shares with capital distribution rights, so this information will not always be applicable.

(d) Whether the shares are to be redeemed or are liable to be redeemed at the option of the company or the shareholder.

If the company has issued redeemable shares then they can at any point choose to redeem them. These particulars determine the terms, conditions and manner of redemption (if there are any). If the company has not issued redeemable shares then this information may not be applicable.

7.6 How do I complete the prescribed particulars section of the statement of capital?

Follow these rules:

  • Details must be shown for every class of share in issue.
  • Information must be meaningful and not refer a potential searcher to another document or the legislation for the information (i.e. not just state "not applicable" or "refer to Articles, or "as in the Companies Act").
  • The company must show details of voting, dividend and distribution rights on winding up, but may not refer to capital distribution or redemption rights as they may not have any.

The following statement is an example of acceptable wording for the prescribed particulars for a private company limited by shares, using model articles:-

"Ordinary shares have full rights in the company with respect to voting, dividends and distributions."

Please note: Companies House will reject an incorporation application if the prescribed particulars in the statement of capital are not provided in full, or where reference is made to another document for the share rights information. Some examples of wording which will result in the incorporation being rejected are:

"please see the Articles of Association for the rights";
"rights as set out in the Articles";
"not applicable";
"pari passu".

7.7 What is the 'Aggregate nominal value'?

The nominal value is the face value of the shares. It is also the minimum amount that must be paid for shares. The aggregate nominal value is the number of shares issued multiplied by the nominal value of each share.

7.8 What is the 'Total aggregate value of shares'?

Within each currency this should be the number of shares multiplied by the nominal value of each share. This will be automatically calculated and displayed on the Statement of Capital summary screen.

7.9 What is the 'Total aggregate amount unpaid'?

It's the total value left to be paid to the company for its shares. If the company has share capital in more than one currency, an amount must be entered individually for each currency. If there is no amount left to pay then a value of zero '0' can be entered.

7.10 How many currencies can I have my share capital in?

You can add as many different currencies as you wish. The same currency cannot be provided more than once. If you want to add details of different share classes to the same currency, you must select the 'Add new share class to this currency' button on the 'Statement of Capital' summary screen. See below.

7.11 How do I add details of a different share class to a currency already chosen?

To add details of a new share class select the 'Add new share class to this currency' button on the 'Statement of Capital' summary screen. Complete all of the required fields and select 'Submit'. This will add the new share class to the currency and will display in the updated 'Statement of Capital' summary screen.

7.12 How do I add details of a new currency and a new share class?

To add details of a new currency and share class select the 'Add new currency and share class' button on the 'Statement of Capital' summary screen. Complete of the required fields and select 'Submit'.

The currency can only be selected from the drop down list provided and each currency type can only be selected once.

This will add the new currency and share class to the updated 'Statement of Capital' summary screen. The share capital for each currency is then displayed on separate pages, and you can move forward or back by selecting the page numbers.

7.13 How do I update my share capital after my company is incorporated?

Once your company is incorporated, you can increase your share capital via the Companies House WebFiling service. You will need to use your email address and password to log in to the service; and your company's authentication code. (This is the secure code used to ensure that you are authorised to file documents on behalf of the company. The authentication code is automatically sent to the company's registered office address by post when it is incorporated; and you can also request an Authentication Code reminder for an existing company, which will be sent to the registered office address.)
Once you have signed into the service, you will be presented with a company menu to choose the appropriate form type.
More information about Share Capital is available in Guidance Booklet GP3, Chapter 7.

8 Company Subscribers (Shareholders)

8.1 What is a subscriber?

The subscribers are the first shareholders of a limited company. A subscriber is a person who subscribes, or puts their name, on the Memorandum of Association and agrees to take up shares in the company at the time of incorporating the company.
The subscriber details entered on the Web Incorporation Service will be used to automatically create the Memorandum of Association, showing the name of each subscriber.

8.2 Who can be a subscriber (first shareholder)?

A subscriber can be a person or a company/firm. You will need to specify if a subscriber is a person or a company/firm, by selecting the radio button on screen, and entering the corresponding information.

8.3 What information do I need to supply for each subscriber?

You will need to state if the subscriber is a person or a company/firm and then supply the following information:

  • Name
  • Full address details
  • Currency and class of share
  • Number of shares held
  • 3 items of personal information - in place of a signature you will need to provide 3 items of personal information from the following 6 categories: Town of birth, Last 3 digits of telephone number, Last 3 digits of National Insurance number, Last 3 digits of Passport number, Mothers maiden name, Fathers first name. (Not shown on public record).

If the subscriber is a company/firm, the personal details entered must relate to the individual authorising the subscriber on behalf of the company/firm.

8.4 How do I add subscriber (shareholder) details on incorporation?

Private companies limited by shares must have at least one subscriber. When you have entered your company name, address, and share capital; you will be asked to enter the details of your first subscriber as part of the 'Subscribers' section. You can then choose to appoint more subscribers using the appropriate buttons on the 'Initial Shareholdings' summary screen, or simply proceed to the next section.

8.5 How do I change the currency and class of share?

The currency and class of shares will be displayed in the drop-down list on the 'Subscriber Details' screen. This drop down list will only display the currency and class combinations created in the Share Capital section. If you wish to add new share currency or classes, you will need to return to the Share Capital section and add new details to proceed to the Subscribers section.

8.6 What is the 'Amount paid up on each share'?

This is the value paid up on each share - either fully paid or partially paid (e.g. '1.00). The amount should include the share premium, if one was paid. If no amount has been paid then a value of zero '0' can be entered.

When zero is entered for the amount paid, a value other than zero is expected to be entered for the amount unpaid (except when the shares are for non-cash consideration - in such cases a zero value should be entered for both paid up and unpaid).

8.7 What is the 'Amount unpaid on each share'?

This is the value which is unpaid on each share (e.g. £1.00). The amount should include the share premium, if one was paid. Depending on the value entered for paid, the unpaid value will be the remaining amount. If there is no amount unpaid then a value of zero '0' can be entered.

8.8 Can I have more than one class and currency for the same subscriber?

The system does not currently allow you to enter multiple share currencies and classes for a subscriber within the same screen. However, you can have more than one class and currency for the same subscriber, but you will need to complete a separate 'Subscriber Details' screen for each one. This will mean that the subscriber name will be displayed multiple times.

8.9 Do the number of shares allocated to the subscribers need to match the Statement of Capital?

Yes, the total number of shares allocated for all the subscribers must match the total number of shares entered in the Share Capital section. The system will calculate that they match and will not allow you to proceed until they do. This will avoid any unnecessary rejections when the incorporation application is submitted, and ensure that the company's share capital information is correct on incorporation.

8.10 How do I edit or remove Subscriber information?

You can edit or remove any of the information entered for a subscriber, by clicking on the 'edit' or 'remove' buttons in the 'Initial Shareholdings' summary section.

9 Persons with Significant Control (PSC)

9.1 Who are the persons with significant control (PSCs)?

These are the people that have significant influence or control over the company. The nature of control is determined by the person or legal entity (such as a company) meeting one or more of the following:

  • holds more than 25% of shares
  • holds more than 25% of voting rights
  • holds the right to appoint / remove the majority of the board of directors
  • has significant influence or control over the company
  • has Trust or firm provisions

More information on PSCs

9.2 What individual PSC information is required by Companies House for the public register?

  • Name
  • Date of birth (only month and year are displayed on the public register)
  • Nationality
  • Country / state / part of the UK where the PSC lives
  • Service address
  • Usual residential address (not displayed on the public register)
  • What conditions for being a PSC they meet (their nature of control)

9.3 What if the company does not currently have the PSC information?

Where a company doesn't have a PSC, the following statement is required:

The company knows or has reasonable cause to believe that there is no registrable person or registrable relevant legal entity in relation to the company.

9.4 Why can't I use the Web Incorporation Service to incorporate a company that has a PSC with protection under section 790ZG of the Companies Act?

If one or more PSC has section 790ZG protection in place you can't incorporate the company online. You can only incorporate the company using a dedicated version of the paper form IN01, which you can request from secureforms@companiehouse.gov.uk.

Alternatively, refer to the information pack that was sent on application of the protection.

10 Company Registers

10.1 What are company registers?

They are records of the company's details that the company maintains itself known as statutory registers.

Private companies must keep, amongst others, a register of:

  • directors
  • directors' residential addresses
  • secretaries (if applicable)
  • members (shareholders)
  • persons with significant control (if applicable)

All registers must be kept updated with any changes that occur and, with the exception of directors' residential addresses, available to be viewed by the public upon request.

10.2 Where are the company registers kept?

Most small companies will keep their company registers at their registered office, but you can also keep them updated on the public record at Companies House instead.

If you elect to keep your registers updated on the public record, any sensitive information contained in the register, such as a director's full date of birth, will also be available to the public.

Registers kept at the company's registered office address are bound by the normal inspection rules.

Note: the Web Incorporation Service only allows you to elect to keep your registers of directors, directors' residential addresses and secretaries updated on the public record.

11 Statement of Compliance

11.1 What is the Statement of Compliance?

The law requires you to confirm that the requirements of the Companies Act 2006 have been complied with as part of your application to incorporate a company. You will therefore need to agree with a statement to show that you have complied with the Companies Act 2006.

11.2 Who needs to agree with the statement of compliance?

You will need to confirm if all the subscribers are making the application or whether you are an agent on behalf of the subscribers. You will then be asked to agree with a statement and enter details for the agent (if applicable).

11.3 What information do I need to enter for the Subscribers on the Statement of Compliance?

If you choose the subscribers radio button on the Statement of Compliance screen, the list of subscribers names will be displayed. These are the names that have been entered and authenticated in the previous Subscribers section. If you need to amend these details, you will need to click the 'previous' button to return to the section for editing.

11.4 What information do I need to enter for an agent?

You will need to state if the agent is a person or a company/firm and then supply the following information:

  • Name
  • Full address details
  • Authorising name (if company/firm)
  • 3 items of personal information - in place of a signature you will need to provide 3 items of personal information from the following 6 categories: Town of birth, Last 3 digits of telephone number, Last 3 digits of National Insurance number, Last 3 digits of Passport number, Mothers maiden name, Fathers first name. (Not shown on public record).

If the agent is a company/firm, the personal details entered must relate to the individual authorising the agent on behalf of the company/firm.

11.5 How can I check the content of the company's Memorandum of Association before I agree with the Statement?

You can view the draft Memorandum of Association by clicking on the link within the Statement of Compliance or by clicking on the link on the final Summary screen. This will open a new window allowing you to view and print the draft memorandum.

12 Memorandum and Articles of Association

12.1 What is the memorandum of association?

The memorandum of association confirms the subscribers' intention to form a company and become members of that company on formation. In the case of a company that is to be limited by shares, the memorandum will also provide evidence of the members' agreement to take at least one share each in the company. Information on capital and shareholdings is no longer part of the memorandum as this information is contained in the application to incorporate as the 'statement of capital and shareholdings'.
Once the company has been incorporated, the memorandum will no longer affect the ongoing operation of the company and it cannot be amended. It will become, to a large extent, a historical document. For this reason, when using the Companies House Web Incorporation Service, your memorandum of association will be created automatically from the data you enter; and you will be invited to view a copy of your memorandum of association before you submit your application.

12.2 What are articles of association?

A company's articles of association are its internal rulebook. Every company formed under the Companies Act 2006 or earlier Acts will have articles of association - commonly referred to simply as the company's "articles".

The articles are chosen by the members and form a contract between the company and its members. They help to ensure the company's business runs as smoothly and efficiently as possible and will set out how the company will make decisions and include various matters connected with the shares. Every company is required to have articles by law and the articles are legally binding on the company and all of its members.

12.3 Model articles of association

On incorporation a company can adopt model articles, model articles with amendments or bespoke articles. Many companies find it convenient to rely on model articles as a default position when incorporating. This Web Incorporation Service is only currently available for companies that wish to adopt model articles in their entirety, and it will automatically apply the model articles for your company type. Please view the model articles available on our website to check if these are suitable for your company.

12.4 What happens if I change my articles after incorporation?

Once your company is incorporated, you must notify Companies House every time your company makes changes to its articles. You and your company may commit an offence if you do not do so. A copy of the special resolution making the change must be delivered to Companies House within 15 days of being passed. You must also deliver a copy of the amended articles to Companies House within 15 days.

We may send you a notice if we are aware that you have failed to send us a copy of the company's amended articles. The company may be liable to a £200 civil penalty if it fails to comply with that notice.

13 Payment

13.1 How much does the service cost?

To submit your company incorporation online the fee is £15. The only additional costs to you will be your telephone or broadband charges whilst online.

13.2 What are the payment options?

Payment can be made online using a credit or debit card, PayPal, or by a previously agreed Online Filing Services Credit Account.

Payment by credit / debit card

13.3 How do I pay by credit or debit card?

When you have entered all of the information for your company incorporation, and have reviewed the Summary screen, you will be presented with the Payment screen.
To pay - select either the Credit / Debit Card or Account option.
Note: an account is required to be set up in advance. See Payment by Account section.

13.4 What payment cards are accepted?

Companies House accept the following Credit or Debit Cards - Visa, MasterCard, Visa Debit, Switch / Solo, Maestro, and American Express.

13.5 How do I know my credit / debit card information will be safe?

Companies House uses Barclaycard SmartPay, a secure payment gateway, for collection of your card details.
All the information you supply on the Payment screen (including credit and debit card numbers) is encrypted.
The information is then taken off the internet and passed to the bank on a private link.

13.6 What do I do if my credit / debit card is not accepted?

When your credit or debit card is not accepted firstly check that the correct details have been entered. If possible try an alternative card.

13.7 How do I receive confirmation that the fee has been charged to my credit / debit card?

An order confirmation screen will indicate that your debit/credit card details have been submitted to Barclaycard SmartPay for processing.
You will then receive an email confirming the payment's amount and whether it was a success.

13.8 Who are Barclaycard SmartPay?

Barclaycard SmartPay are a secure payment gateway, used by Companies House, for collection of your credit or debit card details.

13.9 Do Companies House retain the details of my credit / debit card?

Companies House do not maintain any of the card details.
Companies House uses Barclaycard SmartPay, a secure payment gateway, for collection of your card details.
All the information you supply on the Payment screen (including credit and debit card numbers) is encrypted.
The information is then taken off the internet and passed to the bank on a private link.

13.10 What do I do if my transaction was interrupted or failed during payment?

If your transaction was interrupted or failed during payment you will be sent an email from Companies House informing you that payment was not received.

You will be advised to log into WebFiling, where on 'My Recent Filings' page you will be able to view your recent submissions and the status of your payment. You can then complete your outstanding payment.

You will then receive an email from Companies House confirming receipt of your data.

Payment by PayPal

You can use your existing PayPal account. There is also an option on the payment page to create a PayPal account in a seamless fashion that does not disrupt the flow of checkout.

For more information on PayPal please visit www.paypal.co.uk

Please note that eCheque payments are not accepted for this service.More details on eCheque payments

Payment by Account

13.11 What is a Companies House Online Filing Account?

A Companies House Online Filing Services account is a credit account, this must be set up in advance. It is available to presenters filing 10 or more annual returns or incorporations per year. The account can only be used to pay for information presented on the Companies House WebFiling, Web Incorporation and Electronic Filing services. Companies House will invoice you monthly, and you will be given 30 days to pay your balance.

13.12 How do I set up an account?

To set up a Companies House Account print off and complete the Online Filing Services Account Application Form and send it to the Finance Section Companies House Crown Way, Cardiff CF14 3UZ.

13.13 How long will it take to set up an account?

When you have completed your Online Filing Services Account Application Form, send it to Companies House and allow 10 working days for your account to be set up.

You will then be sent your Presenter ID and Presenter Authentication Code which can be input into the Payment Details screen.

Refunds

13.14 If my incorporation is rejected how will I get a refund?

Payments made by credit or debit card/PayPal will be automatically refunded if the incorporation submission is rejected.

Payments made by account will only be taken when the incorporation is accepted.

14 Confirmation and Emails

14.1 How will I know if my incorporation has been submitted and received at Companies House?

If you have completed all of the required information and made payment successfully, you should be presented with the 'Confirmation' screen. This will display your company name, submission number and submission date. In addition to this, you will also receive an acknowledgement of receipt email containing the company name, submission number and submission date. This proves that your incorporation has been submitted successfully; but you will then need to wait for the email confirming it has been accepted - see below.

14.2 What happens to my company incorporation application at Companies House?

All company incorporation documents are subject to certain checks including those necessary to ensure proposed officers (director and secretary) are not on the 'Disqualified Directors Register' maintained by Companies House.

If the documents satisfy all the appropriate examination and company name checks, we will incorporate the company, issue a certificate of incorporation and place the documents on the public record for public inspection. Please note the incorporation does not take effect until Companies House has issued the certificate of incorporation. You should bear this in mind before obtaining company stationery or creating bank accounts. The incorporation certificate will be attached to the email confirming your company incorporation has been accepted, in PDF format. Alternatively, you can retrieve the certificate by signing into the WebFiling service and selecting 'My Recent Filings' from the top navigation bar (under the CH logo). The certificate will remain in this area for 10 days. You can sign into WebFiling using your email address, password and company authentication code at http://ewf.companieshouse.gov.uk/seclogin

14.3 How will I be notified if my incorporation has been accepted or not?

If your incorporation application has been accepted, you will be sent an email within approximately 2 days; which will include confirmation of your company number and company name. Your certificate of incorporation and memorandum of association will both be attached to the email in PDF format. Alternatively, you can retrieve the certificate by signing into the WebFiling service and selecting 'My Recent Filings' from the top navigation bar (under the CH logo). The certificate will remain in this area for 10 days. You can sign into WebFiling using your email address, password and company authentication code at http://ewf.companieshouse.gov.uk/seclogin

14.4 Why has my incorporation been rejected?

If your incorporation is rejected, you will be sent an email explaining the reasons for the rejection. The most common reasons for incorporation rejection are around address queries and the company name (e.g. it is considered to be the 'same as' another name on the register, or it contains a sensitive word or expression). It is therefore important that you enter your information carefully, and would be beneficial to use the WebCHeck before you start. However, the Web Incorporation Service will also display warnings if the name you have entered is the same as another on the register, or contains a sensitive word.

14.5 What is the certificate of incorporation?

The certificate is conclusive evidence that the requirements of the Companies Act 2006 as to registration have been complied with and that the company is duly registered under this Act. The certificate will state:

  • the name and registered number of the company;
  • the date of its incorporation;
  • that the company type is private limited by shares;
  • whether the company's registered office is situated in England and Wales, Wales, Scotland or in Northern Ireland.

The certificate will be authenticated by the registrar's official seal.

15 Save and retrieve submission

15.1 Can I save the data I have entered and return to it later?

Yes, you can save your submission at any point in the process up until the 'Payment' section, by clicking on the 'Log out and Finish Later' button in the top right corner of the screen. This will save all of the data already committed in each section, but you will need to click the 'submit' button if you are within a data entry screen, e.g. officer details entry screen.

To return to a previously started incorporation, you simply need to sign in with your email address and password; and the service will invite you to continue with the incorporation or delete it.

15.2 How long will the information be saved for?

The incorporation information will be saved for 30 days. After this time, the data will be removed.

15.3 Can I save more than one incorporation at a time?

The service can only currently save one incorporation application per email address and password.

16 Managing your company and future filing obligations

16.1 The company's disclosure and inspection requirements

All companies have to comply with trading and disclosure requirements. For example, you must ensure the company's full name (including the name ending as appropriate, e.g. "limited" or "ltd" etc) appears on all its correspondence and business documentation. In addition, the company number, place of registration and registered office address must appear on its business letters and order forms (including those sent by email) and on its websites. You must also have a sign with the company's full name at its registered office and, generally, at all its premises.

You must also maintain and make certain documents available for public inspection such as registers of members and directors, records of resolutions and instruments creating charges.

This information must be kept at the company's registered office or any inspection place it uses. Any person can write to the company to request details of its registered office, any inspection place and the type of company records which are kept at that office or place. The company must issue a written reply within 5 working days of the receipt of that request.

Further information about disclosure requirements can be found in Guidance Booklet GP1 - chapter 9. We advise you to read this chapter because it is an offence to fail to comply with some of the disclosure and inspection requirements.

16.2 The new company going forward

You can find more detailed information about filing obligations and other subjects such as holding meetings, passing resolutions, share capital and mortgages in our online guides:

Life of a Company - Annual Requirements

Life of a Company - Event Driven Filings