Starting a business in the UK can be a straightforward process when you understand the steps and responsibilities involved. Whether you are a sole entrepreneur, a partnership, or forming a limited company, compliance from the beginning matters. In this guide we explain exactly how to register a business in the UK, what ongoing legal obligations you must fulfill, and how to avoid penalties. At the end of this article you will also understand how professional legal support from Dewey & LeBoeuf LLP can help you stay on the safe side of the law and safely do business registration in the UK.
Table of Contents
What Types of Business Structures Exist in the UK
When you set up a business in the UK, you must first choose a legal structure. The most common forms are:
- Sole trader: You alone own the business and are personally responsible for its debts. Simple to set up but no separate legal person.
- Partnership: Two or more individuals share responsibility, profits and liabilities. There is also a variation called Limited Liability Partnership (LLP).
- Limited company (Private or Public): A separate legal entity exists, offering liability protection to directors and shareholders. This is the most common and often preferred structure.
- Branch or subsidiary of a foreign company: For foreign entities wishing to operate in the UK.
Each type has different setup, cost, liability and compliance implications. For many international clients and those seeking limited liability, a limited company is recommended.
How to Register a Business in the UK
Step 1: Decide company name and structure
Choose a unique business name and decide on the structure: sole trader, partnership, limited company or LLP. If you go for a limited company, you also need at least one director and a registered office address in the UK.
Step 2: Prepare necessary information
For limited companies, you will need details such as names and addresses of directors and shareholders, share capital, articles of association, registered office address, and the company’s intended business activities (SIC code).
Step 3: Register with Companies House
Submit registration via Companies House. Most limited companies can be registered online for a small government fee (historically around £12). Upon approval you receive a Certificate of Incorporation and a unique company number. This makes your company a legal entity.
Sole traders and partnerships do not register with Companies House in the same way. Instead, sole traders typically just start trading and register with tax authorities.
Step 4: Register with tax authorities (if required)
If your business expects to reach VAT thresholds, employ staff, or have corporation tax liability, you must register with HM Revenue & Customs (HMRC). For limited companies, you must register for corporation tax within three months of starting business.
Step 5: Set up accounting and compliance processes from the outset
Even before trading begins, plan how you will maintain financial records, prepare annual accounts, and meet filing requirements. Establishing good practices early helps avoid mistakes that may attract penalties.
Ongoing Obligations After Business Registration
Business registration is just the start. Once your company is active, you must meet ongoing compliance requirements on a regular basis to remain in good standing.
Annual Accounts and Financial Statements
Every limited company, whether trading or dormant, must file annual accounts with Companies House. For new companies, the first accounts must be filed within 21 months of incorporation. Thereafter, each year, accounts must be filed no later than 9 months after the company’s financial year-end.
Failing to file on time can trigger automatic penalties.
Confirmation Statement (previously Annual Return)
Each year you must file a confirmation statement with Companies House, updating any changes to directors, shareholders, registered address or share structure. This must be done at least once every 12 months.
Since 2024, companies are also required to maintain a registered email address for official communications and confirm lawfulness of their business activities when filing the confirmation statement.
Corporation Tax and HMRC Filings
If your company makes a profit, you must submit a corporation tax return (CT600) to HMRC, along with your financial statements. Payroll taxes (PAYE), VAT returns (if registered), and other tax obligations must also be met where relevant.
Penalties and Consequences of Non‑Compliance
Falling behind on compliance can have serious consequences—even if you do not trade. Here are some key penalties:
- If annual accounts for a private limited company are late by up to 1 month, the fine is £150. If more than 6 months late, penalty can reach £1,500.
- Repeated late filings (two years in a row) may lead to doubled fines.
- Failure to submit required documents at all could result in your company being struck off the register. Directors may face criminal prosecution and personal liabilities.
- Confirmation statement omissions can also lead to strike‑off procedures and risks to your company’s good standing.
Additionally, new rules introduced in 2025 mean company directors and persons with significant control (PSC) must verify their identity with Companies House. Non‑compliance may lead to penalties or restrictions on filing.
Given these strict rules, many small companies end up inadvertently incurring penalties or risking dissolution—especially when founders are unfamiliar with UK corporate law and deadlines.
Understanding UK Business Taxes and VAT Registration
After business registration in the UK, it is crucial to understand your tax obligations. Depending on your business structure, you may be liable for corporation tax, income tax, VAT, and National Insurance contributions.
- Corporation Tax: Limited companies must pay corporation tax on profits. Registration with HMRC must be completed within three months of starting business operations. Filing deadlines are strictly enforced, and late submissions incur penalties.
- VAT Registration: If your taxable turnover exceeds the current VAT threshold (£85,000), you must register for VAT. Even if your turnover is below this threshold, voluntary registration can allow VAT recovery on purchases.
- Payroll Taxes: Employing staff triggers PAYE and National Insurance contributions. Timely registration and accurate reporting are essential to avoid fines.
Understanding these obligations early prevents unexpected penalties and keeps your business compliant. Dewey & LeBoeuf LLP provides expert guidance on tax planning and VAT registration to ensure your business meets all UK requirements while optimizing financial efficiency.
Choosing the Right Business Structure for Maximum Benefits
Selecting the correct business structure in the UK for business registration is a critical decision that impacts taxation, liability, and compliance. Common structures include:
- Sole Trader: Simple setup, direct control, and easy accounting. Liability is unlimited.
- Partnership / LLP: Shared management and profits. Limited liability partnerships protect partners’ personal assets.
- Private Limited Company (Ltd): Separate legal entity, limited liability for directors and shareholders, and enhanced credibility with clients and investors.
- Public Limited Company (PLC): Suitable for larger businesses looking to raise capital through public investment.
Each structure carries different reporting obligations, compliance requirements, and growth potential. Choosing the right model aligns your business goals with legal and financial protections. Dewey & LeBoeuf LLP advises on selecting the optimal structure based on your industry, scale, and long-term plans, ensuring both compliance and efficiency.
Registered Office and Business Address Requirements in the UK
A registered office address is mandatory for all UK limited companies. This is the official location where Companies House and HMRC send legal notices, tax documents, and official correspondence.
- Must be a physical address in the UK, not a PO Box (except in some cases with additional verification).
- Must be updated promptly if you relocate. Failure to maintain a valid registered office can result in fines or legal complications.
- Using a professional service address provides privacy for directors and ensures all official correspondence is handled promptly.
Properly managing your registered office ensures regulatory compliance and minimizes risk of missing important deadlines or legal notices. Dewey & LeBoeuf LLP can provide a compliant registered office service while managing all filings on your behalf.
Compliance with UK Corporate Governance Laws
Maintaining compliance with UK corporate governance standards is essential for legal protection and business credibility. Key obligations include:
- Filing Annual Accounts: Required for all limited companies, even if dormant. Must comply with UK accounting standards.
- Confirmation Statement: Filed annually to confirm company information is accurate.
- Director Duties: Directors are legally responsible for acting in the company’s best interest, avoiding conflicts of interest, and maintaining accurate records.
- Persons with Significant Control (PSC): Companies must maintain an updated register of individuals with significant control, ensuring transparency and anti-fraud compliance.
Failure to comply with corporate governance requirements can lead to financial penalties, legal action, or even company dissolution. Dewey & LeBoeuf LLP provides ongoing corporate compliance support to safeguard your business and directors’ personal liability.
Common Pitfalls and How to Avoid Them
Even experienced entrepreneurs may face challenges in business registration and operating a business in the UK. Common pitfalls include:
- Late filings of accounts or confirmation statements, triggering fines and possible strike-off.
- Incorrect tax registration or misunderstanding VAT obligations, resulting in penalties or audits.
- Inaccurate director or shareholder information submitted to Companies House.
- Neglecting registered office updates leading to missed legal notices.
- Assuming compliance is a one-time task, rather than an ongoing responsibility.
Preventing these pitfalls requires careful planning, timely filings, and continuous monitoring of legal obligations. Dewey & LeBoeuf LLP helps clients avoid mistakes by offering personalized guidance, compliance checklists, and professional management of all regulatory requirements.
Why Professional Legal Support Matters
For foreign entrepreneurs, international businesses, or complex arrangements, handling UK business registration and compliance on your own can be risky. Some common challenges include:
- Understanding which compliance tasks apply to your structure (limited company vs sole trader vs LLP)
- Meeting UK‑specific deadlines and ensuring correct filings
- Navigating identity verification requirements for directors and PSCs
- Ensuring registered office address compliance (cannot be a PO Box or third‑party address without consent)
- Coordinating tax, corporate, and accounting obligations — especially if business spans multiple jurisdictions
This is where expert legal and corporate services make a difference.
How Dewey & LeBoeuf LLP Helps International Clients Register and Comply in the UK
At Dewey & LeBoeuf LLP, we specialize in assisting international entrepreneurs, startups, and established businesses in establishing a lawful, compliant presence in the UK. Our services include:
- Advising on the ideal structure (limited company, LLP, branch, etc.) based on your circumstances
- Handling full business registration with Companies House and HMRC on your behalf
- Setting up compliance calendars for annual accounts, confirmation statements, tax returns, payroll, VAT, etc.
- Maintaining registered office addresses and ensuring compliance with UK regulations
- Guiding you through new identity verification requirements for directors / PSCs
- Offering ongoing legal support, corporate governance advice, and audit coordination (if required)
With our global experience and deep regional insight, we minimize your administrative burden so you can focus on growing your business.
Common Mistakes to Avoid When Registering or Running a UK Business
| Mistake | Why It’s a Problem |
|---|---|
| Missing annual accounts or confirmation statement deadlines | Automatic fines, risk of strike off, director liability |
| Assuming filing once covers all obligations | Tax, accounting, and legal filings are separate — all must be completed |
| Using a PO Box or third-party address as registered office | Not compliant under new regulations; may lead to rejection or legal issues |
| Neglecting identity verification requirements for directors/PSCs | Could prevent future filings or expose legal penalties under anti‑fraud law |
| Treating a dormant company as “exempt” from compliance | Dormant or not, limited companies still must file accounts annually |
Step-by-Step Checklist for Entrepreneurs Registering in the UK
- Choose a business structure and check name availability
- Gather required information (directors, shareholders, address, share capital)
- Register a business with Companies House and obtain Certificate of Incorporation
- Register with HMRC for corporation tax, PAYE, VAT (as needed)
- Set up accounting and bookkeeping from day one
- Mark the calendar for annual accounting reference date and confirmation statement due date
- Ensure the registered office address is compliant and ready for official mail
- Schedule identity verification for directors/PSCs (if required)
- Prepare and file annual accounts and confirmation statement on time
- Submit corporation tax return (CT600) if trading — or notify HMRC if dormant
If any part of this feels overwhelming, legal and corporate support is highly recommended for business registration in the UK.
Frequently Asked Questions
Do I need to register with Companies House if I am a sole trader in the UK?
No. Sole traders do not register with Companies House in the same way as limited companies. A sole trader can start trading once they begin operations, but they must register with HMRC for tax purposes.
What is a Confirmation Statement and why is it required annually?
A Confirmation Statement is an annual declaration filed with Companies House to confirm that your company details — directors, shareholders, share structure, registered office, business activities — are accurate and up-to-date. It ensures the public register remains current.
Can I avoid penalties if I miss the annual accounts filing deadline?
Not automatically. Penalties vary depending on how late the filing is. For private limited companies, fines start at £150 for up to one month delay and rise up to £1,500 for delays over six months.
Does a dormant company still need to file annual accounts?
Yes. Even companies that never traded or are dormant must file annual accounts with Companies House. Failure to do so can trigger penalties or strike‑off.
I’m not residing in the UK — can I still register a business in the UK?
Answer: Yes. Non-residents can form UK companies. You will, however, still need a UK-registered office address and must comply with the same filing and identity verification requirements. Many non-resident founders choose to engage professional legal or corporate services to manage compliance.
Final Thoughts and Why You Should Act Now
Business registration in the UK opens doors to one of the world’s most dynamic and stable markets. But with opportunity comes responsibility. Compliance requirements are strict, deadlines are real, and penalties for failure can be severe. For busy entrepreneurs — especially those outside the UK — managing all registrations, filings, tax obligations, and legal updates can feel overwhelming.
That is where professional legal guidance makes a difference. With the right support, you gain peace of mind, avoid fines, and allow yourself to focus on growth and operational success.
If you are considering to register a business in the UK or want to ensure that your existing company is fully compliant with UK law, contact Dewey & LeBoeuf LLP today. Our expert team will handle all the paperwork, filings, and compliance tasks on your behalf, making sure your business starts and stays on the right track. Book a consultation now to discuss your specific needs and receive dedicated, professional legal support with business registration.
E-mail: info@deweyleboeuf.com
Phone: +971 58 690 9684
Address: 26B Street, Mirdif, Dubai, UAE