Private company limited by shares
Law: Companies Act 2006, as amended by the Economic Crime and Corporate Transparency Act 2023
The standard UK company. A separate legal person whose shareholders are liable only for unpaid share capital.
- Members and officers
- At least one shareholder and one director, and at least one director must be a natural person; corporate directors are allowed alongside. No residence requirement; a company secretary is optional. A registered office at an appropriate address in the UK and a registered email address, which is not public.
- Share capital
- No minimum; one share of any nominal value is enough.
- Public register shows
- Name, number, registered office, status, business activity codes, directors with service address, nationality, country of residence and month and year of birth, secretary, PSCs, statement of capital, shareholders at each confirmation statement, filed accounts, charges and filing history.
- Accounts and audit
- Annual accounts within nine months of the year-end and a confirmation statement at least every twelve months. Small companies may claim audit exemption. From April 2028 all accounts are filed in iXBRL through commercial software.
- Tax
- Corporation tax at 25% on profits above £250,000 and 19% below £50,000, with marginal relief between. No withholding tax on dividends; 20% on interest and royalties, reduced by treaties, with the rate on interest rising to 22% from 6 April 2027. A 10% patent box.
How owners use it
- Operating and trading company
- Intermediate holding company, using the treaty network and the absence of withholding tax on dividends
- Group finance or IP company with real activity
- Joint-venture or acquisition vehicle for UK targets
What comes with it
- Existing directors verify with the company's next confirmation statement; Companies House expects to begin active enforcement once the transition closes in November 2026
- A company incorporated in the UK is UK tax resident; banks and HMRC look for real management and activity that match the business described
- Under the 2023 Act a corporate director will need a board made up only of identity-verified natural persons, and overseas corporate directors will be barred; these restrictions have no commencement date yet
- Banks ask for the PSC entries, the verification status, the register of members, the latest confirmation statement and accounts, and an ownership chart to the individuals