Unlimited Company Formation Requirements

Private Unlimited Company Formation Requirements: establishing an unlimited company is an exciting process. Finally, your business idea has been finalised and you are ready to start the Registration process.

There are, however, certain legal requirements for the registration of a private unlimited liability company that you need to keep in mind. It is important to ensure that you fulfil these requirements, so that your unlimited company gets off to a smooth start.

These are the minimum requirements for a successful registration of an Unlimited Company in the UK.

• Rules on Directors and Shareholders of Unlimited Companies

• Mandatory Identity Verification for Unlimited Company Registration

• Requirements for Registered Office Address for an Unlimited Company

• Additional Information Required for Registration of an Unlimited Company

• Unlimited Company Registration Requirements FAQs

Directors

When registering Unlimited Company, you will need to appoint at least one director.

In the case of Unlimited Companies, the same rules for appointment of director apply as for ordinary Limited Companies:

• director must be a private individual (cannot be another company);
• director must be aged 16 and over;
• director must understand their legal responsibilities of being a company director;
• a bankrupt cannot act as a director of an Unlimited company;
• a disqualified director cannot act as a director of Unlimited company.

There are no restrictions on nationality or residency of the directors, which means even a non-UK resident can become a director of a UK Unlimited Company.

Shareholders

To register Unlimited Company in the UK, you will need to appoint at least one shareholder. This can be a private individual or another limited or unlimited company.

Every Director and Shareholder must verity their identity for Unlimited Company Incorporation

Starting 18 November 2025, the UK government makes identity verification a legal requirement for anyone registering, managing, or controlling a company. This requirement also applies to unlimited companies.

What’s Changing

When forming an unlimited company, all:

• Directors;
• People with Significant Control (PSCs);

will need to verify their identity and receive their personal codes from Companies House before an application form IN01 is submitted to Companies House and company can be successfully registered.

This new requirement applies whether you register your company directly with Companies House or through an ACSP like Coddan.

At Coddan, as a regulated Authorised Corporate Service Provider (ACSP), we’re here to make the verification process simple and compliant for your business.

Registered Office Address

The unlimited entity must have a registered business address.

Under the Companies House’ new guidance and regulations, Registered Office Address must be a physical address and can be located anywhere within the United Kingdom.

A company that is being incorporated in the UK cannot nominate a Registered Office address that will be located in any other country outside the UK, for example in Germany.

Don’t have an address to use as a Registered Office for your new Unlimited Company? Or want to maintain privacy and don’t want to use your home address as a Registered Office Address for your new business enterprise? No problem! Coddan can help!

Being an MLR-Regulated Corporate and Trust Service Provider, Coddan is authorised to provide Registered Office Address and Mail Forwarding Services. When applying for Registered Office Address or Virtual Business Address Service with Coddan, you can rest assured that the address your company will be registered at, will meet all statutory requirements and comply with the requirements of the new Corporate Transparency Act.

Coddan provides a range of Address Service options, beginning with an economical choice at our Hampshire Office, available for £35.00 annually, and extending to a prestigious location in London Mayfair, which is priced at £350.00 per year.

We also provide various Registered Office Address and Virtual Business Address Services for Companies registered in Manchester, Birmingham, as well as Scotland and Northern Ireland.

Apart from details of the Director, Shareholder and Registered Office Address location, the following information is also required to incorporate an Unlimited Company in the UK:

• SIC Code - Standard Industrial Classification code that’s describing Company’s intended activity. You will need to provide a minimum one code, but you can select up to 4 codes best describing activity of the Company;
• Capital Structure – whether the company will be registered with share capital (unlimited by shares) or without share capital (unlimited by guarantee);
• Details of people with significant control - similar to a Limited Company, an Unlimited Company will need to provide information about people with significant control (PSC) – person(s) who directly or indirectly own or control the business or in any other significant way influence decision making process and have rights to remove or appoint directors.