How to Start an Unlimited Company

Starting an unlimited company is quite similar to setting up a private limited company, except for the liability structure. Registration of an unlimited company in the UK is also a more involved process than forming a normal limited company, primarily because it must be done through a paper-based application, rather than online incorporation, and requires bespoke legal documents.

Using Coddan to Register an unlimited corporation in the UK: will help you benefit from our vast experience in setting-up unlimited companies, ensuring that they're properly registered with the relevant authorities so there won't be any difficulties later on that could be disruptive to business. We work swiftly in registering unlimited companies in Scotland, Wales, England and Northern Ireland, so you can have yours as soon as possible. Starting from just £260.00 our prices are among the lowest on the market and cover our professional fee, as well as Companies House filing fee payable at registration of an Unlimited Company.

To register an unlimited company in the UK, you must register it with Companies House under the Companies Act 2006. The process involves choosing a company name, preparing and submitting a registration form, verifying your identity, and confirming details like your People with Significant Control (PSC). Upon successful registration, you will receive a certificate of incorporation.

Step 1: Decide if an Unlimited Company is right for you.

This is probably the most important step of the whole process, as choosing the wrong incorporation structure for your business may seriously jeopardise your entrepreneurial venture. We would seriously advise everyone planning on registering an Unlimited Company to carefully consider all pros and cons. You can read more about this in the sections we have specially dedicated to these topics: Advantages to Register as Unlimited Company in UK and Disadvantages of Unlimited Company Start-Up.

Step 2: Choose a Unique Company Name.

As with Private Limited Company, the name of the Unlimited Company must be different from any existing registered company names. You can use our FREE NAME CHECK to search proposed name through the UK Registrar’s records to make sure it’s not the “same as” the name already on Companies House index. Unlike a limited company, there is no requirement to include word "Unlimited" in the name.

Step 3: Decide the Company Structure and Gather Required Information.

When registering an Unlimited Company, it’s important to decide on the correct business structure, to determine how many directors and shareholders the company will have, as well as whether you would want to appoint a company secretary to look after your company’s administration and compliance filings.

You will need to appoint at least one Director, who must:

• be a natural person;
• be at least 16 years old;
• have consented to their appointment;
• understand their responsibilities as a company director.

Although this is an Unlimited Company, you would still need to appoint at least one shareholder, who can be the same person as a director, who will agree to take up at least one share in the company at the time of incorporation.

You will also need to decide on the Registered Office Address location for your new company. Please make sure to read our The importance of having a Registered Office Address that complies with Companies House Regulations guidance to make sure the address you provide for your company fits requirements of the Act.

Don’t worry if you are just starting out and don’t have your own address to use for the company registration. Coddan offers a variety of Registered Office address Options, starting from a budget one in our Hampshire Office, priced at £35.00 per year, to a fancy location in London Mayfair, priced at £350.00 per year.

Step 4: Prepare Your Incorporation Documents.

This is the most crucial and complex part of the process.

Registration of Unlimited Company is done by submitting to Companies House Application to Register a Company – FORM IN01 together with appropriate form of Memorandum and Articles of Association: statement by the initial shareholders (or subscribers) confirming their intention to form a company and statutes setting out the internal rules for the company's operation.

Submitting an incorrectly completed IN01 Application Form or providing wrong version of Memorandum or Articles of Association to accompany your registration application will result in the rejection of your company incorporation and lead to unnecessary delays.

With Coddan by your side, you can rest assured that application for incorporation of your new Unlimited Company and supporting registration documents are meticulously reviewed prior to submission to the Registrar, thereby preventing any delays in your application due to errors.

Step 5: Submit your documents to the Registrar of Companies.

Unlike limited companies, unlimited companies cannot be registered online. You will need to use all the information you gathered in the previous steps to fill in the IN01 - Application Form - form to Register a Company and include a physical copy of your bespoke Memorandum and Articles of Association.

Step 6: Get Registered and Receive Your Certificate of Incorporation.

After Companies House receives and approves your application, they will issue a Certificate of Incorporation. This document confirms that your company has been successfully registered and is a legal entity. Once you have this certificate, you can begin trading.

Once registered, an unlimited company still has legal obligations, including filing an annual confirmation statement with Companies House and maintaining accurate statutory company records. While they are generally exempt from filing annual accounts publicly, the directors still have a duty to prepare the company's financial statements.

Due to the complexity of the process, particularly the requirement to draft bespoke Articles of Association, many people choose to use a solicitor or a professional Company Formation Agent.

The process of starting up an unlimited company, however similar to that of a limited firm, is straightforward when you trust to Coddan to guide you through every step.

We do away with the need for long meetings with lawyers in getting unlimited company registered, saving you time and a considerable amount of money. Simply complete our online application form with all required details and we will do the rest.

Our clients can also benefit from various supplementary services when applying for an unlimited company registration. You can choose to use our Registered Office Address Service, meaning you'll be officially registered at one of London’s prime locations.