英国注册公司¶
After some classmates read my article about the new startup visa, they wanted to register a company during their studies. However, please note that if you are applying for this visa, you cannot use the registered company to implement a business plan. However, if you just want to exercise and gain experience while still studying, it is possible. I registered a company in the UK before and found the process surprisingly simple, but it follows a format similar to the strict-yet-lenient style of UK universities. So, later on, I will organize and write a related guide on the process and things to consider for company registration. However, please be aware that there may be some changes during the pandemic, and certain aspects may have been modified. Nevertheless, the overall procedure remains relatively unchanged, and the pandemic phase has even simplified some steps.
Note: ⚠️ If you plan to apply for the subsequent UK Entrepreneur Visa, it is advisable not to register a company in the UK in advance.
Some students asked me, "Ten Sheng Miao, my classmate successfully registered a company with a student visa. Why can't they do so according to your writing?" Answer: It is indeed possible to successfully register a company, but if it is later discovered that you registered the company while holding a student visa, it can have implications for future visa conversions. Registering a company requires tax reporting, even if you have no business activities, and applying for an Entrepreneur Visa afterward may result in rejection. If you mention a specific student who successfully registered a company with a student visa and converted their visa without any issues, then I can only admire and congratulate them. They were fortunate not to be caught, as if they were the chosen ones.
The UK is about to modify the laws regarding company registration, including, but not limited to: member identification, requiring third-party agents to be UK registered organizations and undergo identity verification, shareholders' list must include full names, and any shareholder holding 5% or more shares must be reported and recorded. Random inspections may occur, and evidence may be requested. Company registration information will be shared with law enforcement agencies, certain government organizations, and more.
How to Register a Company in the UK? January 2022
How to Register a Company in the UK
Registering a company in the UK is quite similar to the process in China, but it feels simpler in terms of procedures and speed. You can basically register a company without leaving your home. In the UK, besides registering by yourself, you can also seek the assistance of agents. However, using an agent involves additional costs and can be somewhat expensive. If you choose to use an agent, it is recommended to select a reputable organization that provides services such as remote virtual addresses, convenient bank account opening, or legal consultation. Choosing a reliable agent can help avoid unnecessary troubles in the future. If you decide to register by yourself, it is advised to prepare personal information and partner details in advance before proceeding with the registration.
This article mainly focuses on the registration of limited companies. All the information provided is for reference only.
Firstly, there are four types of private limited companies that can be established in the UK:
Private company limited by shares: This type of company has share capital, and the liability of each member is limited to the unpaid amount, if any, on their shares. Private companies cannot sell their shares to the public.
Note: Private company limited by shares is the most commonly chosen type for company registration.Private company limited by guarantee: This type of company does not have share capital, and its members are guarantors rather than shareholders. If the company is wound up, the liability of the members is limited to the amount they agree to contribute to the company's assets.
Private unlimited company: An unlimited company can have share capital or not, but there are no limitations on the liability of its members.
Public limited company: A public limited company has share capital, and the liability of each member is limited to the unpaid amount on their shares. It can offer its shares to the public and may be listed on the stock exchange.
Here is further information about public companies:
You can also establish a limited liability partnership (LLP).
When choosing a company name, it needs to comply with the requirements in the UK, similar to domestic regulations. It should not contain sensitive or similar names to others.
The official guide for naming a company in the UK can be found at the following link: https://www.gov.uk/government/organisations/companies-house
The UK company naming guide provided in the above link outlines the main requirements for registering a company in England, Wales, Scotland, and Northern Ireland.
Note: In the UK, you can use your residential address as the company address. However, if you use your home address as your service address or the registered office of your company, this address will be publicly available for everyone to know. If you are renting a property, you need to obtain your landlord's consent or rent an address specifically for business purposes. If you prefer not to use your real address, you can purchase a third-party address service. However, it is important to choose a reliable third-party address provider because they will handle your mail and other services, and many government correspondence is sent through physical mail, which is the common practice in the UK.
Can I register a company with a UK student visa?
In the UK, anyone over the age of 16, including individuals, groups, or multiple people, can register a company (except for children under 16, who generally do not have the legal capacity to enter into contracts and are usually not allowed to register a company unless under special circumstances).
However, if you are an international student holding a student visa, you are not allowed to register a company, be self-employed, or engage in business activities. Engaging in business activities is defined as having economic or other significant interests in a business or personal enterprise, rather than being an employee. There are some exceptions to this rule. For example, students holding a Ph.D. student visa may be able to register a company and conduct business under certain conditions.
A student visa only allows you to work in employment that is offered to you. However, after graduating, if you hold a post-study work (PSW) visa, you can register a company. In theory, UK company law does not specify that shareholders or directors of a company must be UK residents or cannot hold certain types of visas. However, the UK student visa regulations prohibit the visa holders from registering a company and becoming a director of a company, or being employed by a company in which they hold 10% or more of the shares (including shares held in trust).
It is important to note that if you plan to apply for a future UK entrepreneurial visa, such as the Start-up Visa, it is advisable not to register a company or implement the project in advance, as it may have an impact on your subsequent visa application and may result in refusal.
Below is the information from the student guide outlining the requirements for student visa holders in the UK:
(1) Student visa holders are not allowed to establish a business as a sole proprietorship or partnership.
(2) Student visa holders are not allowed to work in a company where they hold 10% or more of the shares (including shares held in trust).
(3) Student visa holders are not allowed to hold statutory roles in a company, such as being a director.
Registering a company in the UK is very simple, and you can do it online through the website.
First, open the webpage and log in to the UK company registration body called Companies House (similar to the business registration authority in China).
The link to the UK company registration body, Companies House, is
：https://www.gov.uk/government/organisations/companies-house
Next, click on "Starting a company" in English.
After clicking on it, you will see the interface shown in the following image.
Select the type of company you want to register and then click on "Register."
In general, there are three ways to register a company.
The first is Electronic Software Filing.
Electronic companies can be submitted electronically through appropriate software. However, many company agents and software providers have developed their systems to offer web-based electronic services to their clients (which are chargeable). This means that both regular and occasional clients can apply to incorporate a company.
The standard fee for electronic applications is £10 (or £30 for applications received three working days before 3 pm on a weekday). Simple applications are usually processed within 24 hours.
The second is Web services.
This is the most efficient and straightforward method to register a company with Companies House and the UK Revenue and Customs (HMRC). It involves applying online to incorporate a limited company and register for company tax services, where you can upload documents such as the company name and articles of association.
You can register a private company limited by shares, a private company limited by guarantee, or a Community Interest Company (CIC). You can also register the company for corporation tax (or optional PAYE) with the HMRC.
The fee for registering and incorporating a company is £12 (£27 for registering a Community Interest Company). The fee can only be paid using a debit card, credit card, or PayPal.
Here is the link for web-based company registration：https://ewf.companieshouse.gov.uk/runpage?page=incOnlySCRSLogin
The third method is Paper filing.
This involves submitting the registration application offline, where the paper documents for company incorporation must be sent to the respective office. The processing time for paper filing is longer compared to online applications. The standard registration fee for paper filing is £40.
If your company's registered office is located in Wales ("Welsh company") and you submit documents in the Welsh language, the registration fee is £20. Alternatively, if you are registering an unlimited company, the fee is also £20. Simple applications are usually processed within 5 days of receiving the application.
Here are the things required to register a company online on the official website.
Application for company registration (Form IN01) and payment
The IN01 form includes the following information:
a) The company name must comply with regulations and should not contain sensitive symbols. For private limited companies by shares or guarantee, the name must end with "limited" or "Ltd." However, if the registered office is declared to be in Wales ("Welsh company"), the name can end with "cyfyngedig" or "cyf." Public limited company names must end with "public limited company" or "p.l.c." However, if the registered office is declared to be in Wales ("Welsh company"), the name can end with "Cwmni Cyfyngedig Cyhoeddus" or "CCC."
b) The jurisdiction of the company's location, whether it is England and Wales, Wales, Scotland, or Northern Ireland.
c) The registered company address. It is important to note that the office address should correspond to the place of company registration. If the company is registered in Scotland, the registered office address must be in Scotland. If the company is registered in Wales, the registered office address must be in Wales. If your company address uses your home address as the service address or registered office, it will be publicly accessible, and anyone can view it.
Ten Sheng Miao reminder, the office address and service address, as well as the usual residential address, can be different addresses or the same address. However, the office address, which is the registered business address, is the official address of the company. It is where all official written communications, mail, and other necessary documents must be sent. If you choose to use a third-party agent for office services, you must ensure that the service includes forwarding all your company's mail to your registered office address.
d) The company type, whether private, public, or unlimited, should be determined based on the Standard Industrial Classification (SIC) code, which lists the details of the business activities the company intends to engage in.
e) Selection of the articles of association.
f) Details of the proposed director(s), and if applicable, information about the secretary.
g) Detailed information about people with significant control (PSC) or any other required legal statements, such as a statement declaring that the company has no PSC.
h) Service address and residential address of the director(s).
i) Capital and initial shareholding table or guarantee.
j) Whether a guarantee limited company wishes to apply for an exemption to use "limited" or "cyfyngedig" in its name.
k) Confirmation that you have sought advice from government departments or other organizations regarding the inclusion of sensitive words in the submitted company name.
l) Compliance statement or guarantee statement.
m) Company organization outline.
n) Articles of association (unless using a complete model).
o) Additional information required if your application contains sensitive words or expressions.
p) If the chosen company name is the same as another name listed in the Registrar's index of company names, you may not be able to use it. However, there may be an exception if an existing company (or LLP or other entity in the index) is part of the same group as your company and agrees to use your proposed name.
Ten Sheng Miao reminder: Companies House cannot guarantee strict processing of applications based on the time or date received. There may be delays or other factors involved.
Ten Sheng Miao reminder: Directors can be individuals of other nationalities. For example, individuals holding Chinese citizenship can also serve as directors. However, directors are not necessarily shareholders. It should be noted that individuals holding student visas are not eligible to serve as directors in the UK.
Ten Sheng Miao reminder: Generally, registering a private limited company requires at least two members. These two individuals can be the director and shareholder (or guarantor). However, if you wish to include additional members, it is possible. Additionally, if you want to register a company with only one person, that is also permissible. In such cases, you can choose to be the sole director and sole shareholder, thereby having sole ownership.
Ten Sheng Miao reminder: It is possible to register a company with one person or multiple people in the UK. However, regardless of the number of members, if there are no UK residents or permanent residents among them, it may affect opening a company bank account. It is advisable to inquire with multiple banks as the outcome may vary.
Ten Sheng Miao reminder: If you have already registered a company and wish to add additional shareholders, it is possible. This depends on whether or not you hold a valid UK visa. If you hold a valid visa, you can directly proceed through the official website. If you do not hold a valid visa, you can sign a stockholding agreement and have it notarized.
Ten Sheng Miao reminder: When registering a company in the UK, it is essential to remember to open a company bank account. It is strongly advised not to use a personal bank account. After opening the account, remember to update the information with Companies House. Please be prepared for the timeline of opening a bank account, as it can take approximately 15 days for faster processing or over a month for slower processing. In Ten Sheng Miao's experience, it took around 20 days, but there are instances when it may take even longer.
Step one is to choose the type of company you want to register. In general, company types in the UK are:
Limited company (有限公司)
Self-employed ('sole trader') (自雇/个体经营)
Business partnership (业务合伙企业)
Social enterprise (社会企业)
Overseas company (海外公司)
Unincorporated association (非公司社团)
Step two is to choose a company name. You can check the availability of a company name by entering it on the official website. Company name availability checker link: https://find-and-update.company-information.service.gov.uk/company-name-availability
For example, you can enter "china" to see if it is registered
For example, enter "shishengmiao" to check
In addition to that, when choosing a name, it is also important to check if it is already registered as a trademark by someone else. You can check existing trademarks using the following link:
：https://www.gov.uk/search-for-trademark?step-by-step-nav=37e4c035-b25c-4289-b85c-c6d36d11a763
Step three is to choose directors or a company secretary. It is mandatory to appoint at least one director when establishing a company, but it is not necessary to appoint a company secretary.
Step four is to choose shareholders or guarantors and identify people with significant control (PSC) over the company. At least one shareholder or guarantor is required, and this individual can also be a director. The PSC of the company can be anyone who holds more than 25% of the voting rights or shares of the company.
Ten Sheng Miao reminder: Directors and shareholders can be the same person, which means that one person can register the company.
Step five involves preparing documents regarding how the company will be operated. This includes preparing a "memorandum of association" and "articles of association."
The memorandum of association refers to the company's constitution, which is a legal statement signed by all initial shareholders or guarantors who agree to establish the company. It typically includes basic information such as the company name, legal form, registered address, share amounts, and types of shares.
On the other hand, the articles of association are written rules agreed upon by shareholders or guarantors, directors, and the company secretary regarding the operation of the company. They focus on the internal regulations of the company.
Step six is to check the records that need to be maintained. This involves ensuring the necessary company and accounting records are kept.
Step seven is to begin the company registration process. You will need to register a formal address and select a Standard Industrial Classification (SIC) code, which identifies the nature of your company's business.
Check the regulations regarding the company address：https://www.gov.uk/limited-company-formation/company-address?step-by-step-nav=37e4c035-b25c-4289-b85c-c6d36d11a763
Check what your SIC code is
：https://www.gov.uk/government/publications/standard-industrial-classification-of-economic-activities-sic?step-by-step-nav=37e4c035-b25c-4289-b85c-c6d36d11a763
Register your company at the company registration office
：https://www.gov.uk/limited-company-formation/register-your-company?step-by-step-nav=37e4c035-b25c-4289-b85c-c6d36d11a763
After registering the company, you will receive a 'certificate of incorporation,' which is similar to a domestic business license. It contains the company's registration number and the date of incorporation, providing evidence of the company's legality.
During the company registration process, you need to provide personal information for yourself and your shareholders or guarantors. The information required may include:
Town of birth
Mother's maiden name
Father's first name
Telephone number
National insurance number
Passport number
There is a registration fee of £12 when applying to register the company. The payment can be made using a debit card or credit card. Usually, the company registration application is processed within 24 hours, and in some cases, it can be completed in just a few minutes. However, there may be delays in special circumstances.
Ten Sheng Miao Reminder: If you don't want to use "limited" in your company name, you must register by mail.
Ten Sheng Miao Reminder: When registering the company online, if any of your company directors or "persons with significant control" already exist in the Companies House database, you cannot use the direct online registration service. However, you can use alternative online services.
Ten Sheng Miao Reminder: When registering a new Government Gateway user ID, you will be asked to enter your email address first. A verification code will be sent to your email for confirmation. Then you will be asked to enter a password, which must be 10 characters or more and can include letters, numbers, or symbols. The account number is usually 12 digits. Make sure to write down or remember this account number and password, as it is not only for the company's account but also for the tax account. Most tax filings in the UK are now done electronically through Making Tax Digital.
Ten Sheng Miao Reminder: The Government Gateway user ID for company registration cannot be used for personal use. Do not confuse the company ID with your personal ID.
Ten Sheng Miao Reminder: If you register a company but do not operate or generate profits, you still need to make tax declarations.
Ten Sheng Miao Reminder: The UK Government Gateway is a system used to register for UK government online services. Most people use it for tax filing or to check driving license progress or apply for a driving license. The old Government Gateway system was discontinued in March 2019, but the old Government Gateway user ID and password can still be used to access HMRC online services.
While registering the company, you can also register for PAYE (Pay As You Earn) to inform HMRC that you are employing staff, including yourself if you are the sole director.
Most people can register for corporation tax at the same time they register at the company registration office. If not, you can separately register with HMRC after registering your company at the company registration office.
Registering for corporation tax with HMRC
：https://www.gov.uk/limited-company-formation/set-up-your-company-for-corporation-tax?step-by-step-nav=37e4c035-b25c-4289-b85c-c6d36d11a763
Ten Sheng Miao Reminder: If you are starting a partnership, it can be helpful to seek assistance from a knowledgeable lawyer or someone who can help with the risks involved in partnership, business, and tax matters in the UK. They can assist with reviewing contracts, employee insurance, tax-related legal documents, and more, reducing unnecessary complications.
In general, the process of registering a company in the UK is relatively simple. It can usually be completed within 24 hours, and in some cases, you may receive a confirmation email within a matter of minutes. Once your registration is successful, Companies House will send an email to the address you provided during registration. The email will contain a PDF version of the certificate of incorporation (similar to a domestic business license) and the memorandum of association (the company's constitution).
To open a company bank account, the bank will require these two documents, and they are also needed for tax reporting. After receiving the email, the official documents will be sent by mail to the registered office address you provided. The package may include bank recommendations, verification codes, and instructions on how to submit the confirmation statement. It may take a few working days for the package to arrive. Once you receive it, follow the instructions in the letter, log in to the Companies House website, click on the third option "File your confirmation statement (annual return)," and then click the start button to set up your email and password. Fill in the company information and enter the verification code provided in the letter. You can also update the company bank account details on the Companies House website.
Ten Sheng Miao Reminder: After submitting the confirmation statement, remember to log in to the Companies House website and resubmit it at the same time next year. This is an annual requirement as the company needs to undergo an annual review, which incurs a fee. The price may change at any time, but currently, it is £13. Failure to complete the annual review may result in automatic dissolution of the company after several months. It can also have an impact on the personal credit of company directors and members in the UK.
Ten Sheng Miao Reminder: In addition to the annual review, HMRC will also send letters to your registered address every quarter, which require reporting.
Ten Sheng Miao Reminder: If you no longer wish to keep the company and want to close it, it is strongly recommended to follow the official process to dissolve the company.
companies house link：https://www.gov.uk/government/organisations/companies-house
Ten Sheng Miao Reminder: When registering, you need to create an electronic signature. Remember to save this electronic signature, either by taking a photo or screenshot with your phone, etc. Once you become familiar with signing, you may not need to use it regularly (I personally experienced a situation where my handwritten signature didn't match the electronic signature I created). This electronic signature holds legal validity as a signature. In China, a company typically uses a seal, and in the UK, you can also use a seal (note that this seal is different from the signature seal used in China). You can also use a handwritten signature because most institutions or individuals recognize a signature as a valid document. For example, most graduation certificates issued by UK schools are signed.
Ten Sheng Miao Reminder: When creating an electronic signature, make sure to back up the verification information and keep it in a notebook or other secure location. Forgetting the verification information can be troublesome.
Ten Sheng Miao Reminder: If you are in China and want to register a company in the UK, you will need to have one of the partners who can open an account in the UK present in person when opening the bank account.
Ten Sheng Miao Reminder: If you hold a student visa and plan to apply for a start-up visa in the future, you cannot register a company in the UK or engage in the project you want to use for the application, including holding shares in a company, etc. Your business idea for entrepreneurship must not be a business that you have already started operating in another country. In other words, the entrepreneurial project must be your first venture in the UK, a new business project. For example, you cannot register a company in China for this project and then expand it to the UK. Your business project must start operating after successfully obtaining the UK start-up visa, and it must not be operated in advance.
Ten Sheng Miao Reminder: Be cautious about helping others register a company in the UK, such as friends or others who ask you to register a company for them, whether they pay you or ask for assistance for free. If you are not personally involved in operating the company and do not know the reliability of the other party or have a clear understanding of the specific business operations and other aspects, there can be risks associated with the registered company regarding tax obligations, product quality, or the type of transactions it engages in.
Ten Sheng Miao Reminder: After registering the company, if you believe it's necessary, you can consider registering your trademark and avoid using or resembling someone else's trademark.
Ten Sheng Miao Reminder: If you choose to use an agency to assist with company registration, it is advisable to search, compare, and inquire about different agencies. With the presence of agency services, you can register a company remotely from anywhere, whether in China or any other country. Some agencies offer one-stop services, such as assisting with company bank account opening through partner banks or providing a third-party company address for receiving and forwarding mail, legal consultations, or accounting services.
Ten Sheng Miao Reminder: After registering the company, if you later wish to change the registered address, it can be done.
Ten Sheng Miao Reminder: When registering the company, if you don't have your own articles of association, you can choose to use a template called "model articles of association." The articles of association are written rules about operating the company, agreed upon by shareholders or guarantors, directors, and the secretary. They define the governance rules of the company, focusing on internal regulations. Each company may have different specific management methods. If you don't want to use the template, you can upload your own articles of association.
Ten Sheng Miao Reminder: The cost of registering a company can change at any time. Before January 2022, it was £12.
Ten Sheng Miao Reminder: The number of shares to be filled in depends on the specific situation of your company. For example, you can choose 1 share for £1.
Ten Sheng Miao Reminder: If the company is not actively operating, it generally doesn't have to pay taxes. However, you need to report to HMRC (Her Majesty's Revenue and Customs) and hiring an accountant is recommended. If you don't hire an accountant, you can do the reporting yourself (but you need to have an accounting certificate), but it must be reported.
Ten Sheng Miao Reminder: If you choose to hire an external accounting company, it's important to search, compare, and consider their reliability. The fees charged by the accounting company may vary depending on the size and scale of the company. For example, the price we found was over £1,000 per year.
Ten Sheng Miao Reminder: If you want to apply for a work visa in the UK for employees based in other countries after registering your company, you will need to hire a certain proportion of employees who hold UK citizenship and obtain a sponsor license.