✓Key characteristics of an Unlimited Company

Unlimited liability: Unlimited Liability is the most significant feature of this legal form and this is something that must be kept in mind at all times. The owners are jointly and severally liable for all the company's debts in the event of liquidation.

Legal entity: Like a limited company, it is a separate legal entity from its owners. It can own property and enter into contracts in its own name.

Privacy: A major advantage is that, in most cases, an unlimited company is exempt from the requirement to file its annual accounts with Companies House. This allows the company to keep its financial information and turnover private, which can be beneficial for businesses that do not want their competitors or the public to see their financial data.

Flexibility: Unlimited companies have more flexibility in how they handle share capital and can return capital to shareholders more easily than a limited company.

Perpetual succession: The company continues to exist even if its owners or directors change.

✓Who would use an Unlimited Company?

Unlimited companies are uncommon and are typically selected by businesses that either have a minimal risk of insolvency or place a higher value on financial confidentiality than on personal liability protection. They are often used by:

Family-owned businesses: Where the owners have a high degree of trust in one another and want to maintain privacy.

Holding companies: That do not engage in high-risk trading activities.

Firms in certain sectors: Where a limited company structure is not practical or acceptable, but a corporate entity is desired.

Sole traders or partnerships looking for a corporate identity and the ability to outlive its owners, but who aren't concerned about the liability aspect.

The key trade-off for an unlimited company

is the exchange of personal liability protection for increased privacy and administrative flexibility.

✓Limited Company VS Unlimited Company Comparison. Make an informative Decision!

Aspect	Limited Company £54.99 + VAT Order Your Private Limited Company	Unlimited Company £260.00 + VAT Order Your Private Unlimited Company
Liability	Shareholders’ liability limited to unpaid shares	Members have unlimited liability for debts
Disclosure Requirements	Must file accounts at Companies House (public disclosure)	Usually exempt from filing accounts; more privacy
Capital Raising	Easier to attract investors due to limited liability	Harder to attract investors; higher risk for them
Creditor Confidence	Creditors rely on company assets and history	Creditors more secure since members are liable
Corporate Image	Widely recognised, standard UK structure	Rare; may show confidence but can deter investors
Continuity	Perpetual succession regardless of ownership changes	Also perpetual, but winding up involves members’ liability
Taxation	Pays Corporation Tax; shareholders taxed on dividends	Same corporation tax rules; liability exposure differs
Regulation	Stricter reporting and compliance	Lighter regulation, less public oversight
Typical Use	Most UK businesses; suitable for growth and external funding	Rare; used when privacy of accounts is more important than liability protection
Registration Requirements	Must be registered with Companies House; One Director, One Shareholder required, can be registered online	Also registered with Companies House; One Director, One Shareholder required, can only be registered by paper application
Online Registration	Can be registered Online	Registration only via Paper filing
Fee payable to Companies House on incorporation	£50.00 if Registered Online; or £71.00 if submitted via paper form IN01	£71.00 for paper filing of form IN01
How long does it take to register	Limited Company is usually registered within 24 hours; same day registration is available at additional fee	Registration only via paper filing usually takes 7-10 business days. Fast Track service is not available
How much cost to register to register with Coddan	from £54.99	from £260.00
Where can I order?	Order Your Private Limited Company	Order Your Private Unlimited Company

Unlimited Company Key Takeaway

An unlimited company offers privacy and flexibility, but the trade-off is that shareholders bear unlimited financial risk.

Everybody has heard of unlimited companies, but it’s not the only option open to you when starting a new business entity. An unlimited corporation is a structure where the liability of the members is not unlimited or restricted. There can still be shares issued, but unlike a company limited by shares, if the venture fails, the shareholders have a joint obligation to fund any shortfall in the assets.

✓Unlimited Company Uncomplicated Registration Process

While a limited company can often be registered online in a matter of hours, the registration process for an unlimited company is generally more involved. Traditionally, the unlimited company start-up process involved expensive solicitors, consumed a lot of your time and was very confusing, but with Coddan, unlimited company set up is something we specialise in and will be able to take you through the registration process with ease.

Please note that as with any company, a director must be at least 16 years old to register a company. A person who is appointed to act as a Company Director, whether in Limited or Unlimited Company, must consent to this appointment and must be aware of their legal obligations and duties as prescribed by the Companies Act.

Here's a breakdown of a few simple steps to registering an unlimited company with Coddan:

Choose a Company Name

As with Limited Company, name of Unlimited Company must be a unique one, not misleading, and comply with local company naming rules. You can read more about Companies House’s New Powers to Challenge and Change Company Names.

Prepare Constitutional Documents

Memorandum of Association: A short document confirming the intention of the subscribers (the first shareholders) to form a company, it shows their agreement to become members and to take at least one share each. For companies incorporated after the Companies Act 2006, the memorandum is now just a historical record of the founding members — it cannot be changed after incorporation.

Articles of Association: The main document that sets out rules of governance within the company. Articles would usually cover: Rights of shareholders; Appointment and powers of directors; Procedures for meetings and decision-making; Issue and transfer of shares; Distribution of profits.

Decide Company Structure

When registering a company, it’s important to decide on the business structure and determine how many directors and shareholders your new venture will have.

To register unlimited company you will need to appoint at least one (1) director and one (1) shareholder who can be the same person. The number of shareholders (can be as few as one in many countries).

Equally as with Limited Company, appointment of company Secretary is no longer required, but encouraged to maintain correct business structure and have someone experienced to look after company’s internal compliance paperwork.

Submit Application to Registrar of Companies

As in a case of a Private Company Limited by Shares, to register Unlimited Company you will need to prepare and submit form IN01 to UK Registrar of Companies. Whether you are registering in England and Wales, Scotland and Northern Ireland will determine the location of the company’s Registered Office address and the Office of the Registrar of Companies which will be in charge of your new Company’s Registration.

As we mentioned in our comparison table in the previous section, an Unlimited Company cannot be registered online and Application to Register a Limited Company – form IN01 will need to be sent in by post with accompanying fee of £71.00.

When registering directly with Companies House, you will also need to make sure you send correct version of Articles for Unlimited company together with Application Form IN01.

Submitting incorrectly completed application form or incorrect documents to accompany your incorporation, will get your application rejected and cause unnecessary delays. Using Coddan as your trusted service provider to assist you with Incorporation of your new Unlimited Company will mean your documents are thoroughly checked before submitted to the Registrar and application is not delays due to mistakes.

While it's not a simple, click-and-go process, a company formation agent, like Coddan, can simplify it by handling the paperwork and drafting the necessary documents on your behalf. They have the expertise to ensure the application is correctly completed, which is crucial for a smooth registration.

Uncomplicated Registration Process with Coddan

Fast Turnaround: Your company will be registered within 7-10 days.

Expert Guidance: Our experienced consultants are at your service to guide you through the Unlimited Company Registration process.

Comprehensive Service: From drafting FORM IN01 to submitting correct Articles, and annual compliance filings – our team covers everything.

Cost-Effective: Fees start from £260.00 + VAT, including Companies House filing fee of £71.00.

✓ Ready to Register? Unlimited Company FAQs.

Q: What is the registration turnaround time?

A: Registration typically completes within 7-10 days.

Q: What’s the government fee to register Unlimited Company?

A: Government fee payable to Companies House to register Unlimited Company is £71.00.

Q: How much Coddan charges to incorporate Unlimited Company?

A: Coddan charges from £260.00 to register Unlimited Company, which covers our admin fee for drafting registration documents - FORM IN01 and Articles of Association for Unlimited Company, postage and Companies House filing fee.

Q: Can I register Unlimited Company on my own?

A: Yes, you can register an Unlimited Company directly with Companies House, however, using an Authorised Corporate Service Provider, like Coddan, significantly simplifies and expedites the process.

Q: What support is available?

A: Our experienced team is ready to assist you and guide you throughout the incorporation process, as well as provide ongoing support for your company, so you will never feel like you are on your own.

Q: I don’t want to use my home address for my company registration. Can Coddan help?

A: Yes, subject to the Anti-Money Laundering compliance checks, we will be happy to provide a Registered Office Address service for your new or already registered unlimited Company. We offer a variety of incorporation packages that cover different levels of address services in London.

Q: I want to incorporate my Unlimited Company in Scotland. Can you help?

A: We can certainly help. In fact, a process of registering an Unlimited Company in Scotland is exactly the same as in England or Northern Ireland. Coddan will be able to support you through the registration process and offer Registered Office address in Edinburgh or Belfast to take care of your company’s official government mail.

Q: I’m a non-UK resident can I incorporate Unlimited Company in the UK?

A: Yes, you can incorporate Unlimited Company in the UK even if you are not a UK resident. There are no restrictions on nationality and residency of directors and shareholders of UK Unlimited Companies. Our incorporation packages suitable for both, local and international clients and cover all the basic requirements for you to get started with your Unlimited Company.

Q: I’ve decided on my company name and business structure, what’s the next step?

A: Once you have finalised your business structure and have checked your proposed company name using our FREE NAME CHECKING TOOL please complete our online application form for the registration package you require. Once we have received your order, one of the members of our Corporate Team will be in touch to guide you further.

Q: Do I need to provide any ID Documents to register a Company with Coddan?

A: Yes, being an Authorised Corporate Service Provider (ACSP) and Trust and Corporate Service Provider regulated by Companies House and HMRC, Coddan will need to complete ID checks on all proposed Directors and Shareholders of the Companies we are instructed to incorporate.

To verify Identity of proposed directors and shareholders, we would request they provide a photo ID document (usually a passport) and a document confirming their residential address – either in the UK or abroad – which can be Utility bill or a Bank statement with individuals name and address on it. For more detailed guidance, please read our Company Formation ID Verification Guide.

Q: I already have an unlimited company but it no longer fits my needs. Can I convert it into a Limited Company?

A: Absolutely! You can convert an unlimited company into a limited company and limited company into unlimited. You can do it directly with Registrar of Companies by filing an application to “Re-register”, submitting supporting documents and paying a filing fee of £71.00.

You can also ask Coddan to help you to re-register your limited company into unlimited or vice versa. All you need to do is to complete our application form, make a payment and we will take care of the rest on your behalf. Our fee for “Re-registration” is £455.00 + VAT. It usually takes 7-10 business days to re-register and to receive a Certificate of re-registration by post.

There are many benefits to forming an unlimited company, but it’s up to you to make sure it’s the correct business structure for you.

The registration of an unlimited company with Coddan is straightforward and relatively quick process. So, if you need assistance, why not give our team a call to discuss your needs. Our office hours are between 9.30am-6.00pm Monday to Friday.

Call us on +44(0)207.935.5171 to get things going!