Private unlimited company
A company whose members have unlimited liability. It can be formed with or without share capital.
- Entiva fee to form
- $559
- Government fees to form
- £152
- Run plan
- $49 a month
- Steps to form
- 12
- Ongoing filings
- 11
- Ways to close
- 5
Who it suits, and what defines it.
Governed by the Companies Act 2006.
Who it suits
- Privacy-sensitive holding structures.
- Privacy-sensitive professional structures.
Key facts
- Liability
- Members have unlimited liability
- Share capital
- With or without
- Law
- Companies Act 2006
- Registered in
- England and Wales, Scotland or Northern Ireland
- Directors
- At least one individual aged 16 or over
- Company secretary
- Optional
- Accounts
- Not filed if the section 448 exemption applies
- Becoming limited
- Re-register using form RR06
What the law requires.
6 rules, each in plain words.
The same office, email and verification rules as a company with shares
That covers the registered office, registered email, identity verification and keeping only the register of members.
A registered office at an appropriate address
Since 4 March 2024 it cannot be a PO box and must be in the part of the UK where the company is registered.
A registered email address
It is given to Companies House and is not made public.
Identity verification for every director
Since 18 November 2025 each new director verifies their identity and gives their Companies House personal code.
Accounts may not need to be filed
An unlimited company that qualifies under section 448 does not have to deliver accounts to Companies House.
Accounts are filed in some cases
It files if during the period it was a subsidiary or parent of a limited undertaking, a bank or insurer (or parent of one), or owned only by limited companies.
How Entiva forms it.
12 steps. Entiva prepares and files each one, and collects every signature the law needs.
The steps
12 steps- 1Check the name is available
The UK has no name reservation. A name is held only by incorporating.
- 2Verify each director's identity
Directors are verified before incorporation.
- 3Choose the articles of association
- 4Incorporate the company at Companies House
- 5Set up the register of members
- 6Notify where the company records are keptOnly if needed
Optional. Only if records are kept at a single alternative inspection location (SAIL).
- 7Set up the accounting records
- 8Register for Corporation Tax
Within 3 months of starting to trade or having taxable activity.
- 9Register as an employer for PAYEOnly if needed
Only if the company employs staff.
- 10Register for VAT
Compulsory over £90,000 of taxable turnover. Voluntary earlier.
- 11Pay the data protection fee
Paid to the Information Commissioner's Office (ICO) before processing personal data, unless exempt.
- 12Set up handling of statutory postOnly if needed
Optional. Sets how post at the registered office or service address is handled.
Documents
8- Memorandum of association (prescribed form)
- Articles of association
- Statement of capital, if the company has share capital
- Statement of proposed officers with consent to act
- Statement of initial significant control
- Statement of compliance (Companies Act 2006, section 13)
- Lawful-purpose and no-disqualification statements
- Certificate of incorporation
Who takes part
5- Every director verifies their identity with Companies House
- A company acting as director or secretary is checked, with the people who own it
- A company secretary is optional and has their identity checked
- Each person with significant control gives a personal code within 14 days
- Anyone owning or controlling over 25% gives ID and proof of address
What has to be filed, and when.
Entiva tracks every deadline from the day it is formed, and files before each one.
Every year, and as things happen
11 filings- File the confirmation statement
Within 14 days after the end of each 12-month review period
- File the annual accounts, unless exempt
9 months after the accounting year end, unless exempt under section 448
- File the Company Tax Return
12 months after the end of the accounting period
- Pay Corporation Tax
9 months and 1 day after the accounting period ends
- Verify existing people with significant control
In each existing PSC's birth-month or confirmation-date window, until about 18 Nov 2026
- Pay the data protection fee
Every 12 months, on the renewal date the ICO sets
- File the workplace pension declaration
Within 5 months of duties starting, and within 5 months of each re-enrolment
- Report and publish the gender pay gap
By 4 April each year, with 250 or more employees
- File the employment-related securities return
By 6 July after each tax year, if a share scheme is registered
- Keep the accounting records
At least 3 years for the Companies Act. HMRC requires 6 years
- File dormant company accounts
While dormant: 9 months after the accounting year end
The changes Entiva handles.
Each change is prepared, approved, signed and filed.
The most common changes
10 changes- Appoint a director
- Record a director's or secretary's resignation
- Change the registered office
- Issue new shares
- Transfer shares between holders
- Change the company name
- Amend the articles of association
- Add a person with significant control
- Re-register as a limited company
- Re-register as a public company
How it closes.
5 routes. The right one depends on whether it can pay its debts, and who starts it.
Voluntary strike-off
For a company that has not traded in the last 3 months.
- 1
Cancel the VAT registration
- 2
Close the PAYE scheme
- 3
Apply to strike the company off the register
- 4
Withdraw the application if the position changes
Members' voluntary liquidation
For a solvent company.
- 1
Start the members' voluntary liquidation
- 2
File the liquidator's annual progress report
- 3
Make the final account and dissolve the company
Creditors' voluntary liquidation
For an insolvent company. Members face an unlimited contribution.
- 1
Start the creditors' voluntary liquidation
- 2
Make the final account and dissolve the company
Compulsory liquidation
When the court makes a winding-up order.
- 1
Petition the court to wind up the company
- 2
The court makes a winding-up order and the winding up is concluded
Restoration
For a dissolved company that needs reviving, within 6 years.
- 1
Apply to restore the company to the register
- 2
Apply to the court to restore the company
- 3
Deliver the court order to Companies House
What Entiva does for you.
From the first filing to the last.
Private unlimited company
- Prepares the incorporation documents and files them with Companies House.Formation
- Verifies each director's identity and obtains their Companies House personal code.People
- Sets up and keeps the register of members and minute book.Formation
- Files the confirmation statement within 14 days of each review period.Ongoing
- Files the annual accounts when the company is not exempt under section 448.Ongoing
- Files the Company Tax Return (CT600) with HMRC after an officer approves it.Ongoing
Build it with the API.
Every step on this page is an action in the Entiva API, with its documents, signatures and filing.
What it costs, item by item.
Every Entiva fee and every government fee, from forming it to closing it.
Forming it
$559one-off
- Government fees
- £152
Steps marked only if needed are not counted.
Closing it
From $129
- Entiva fee
- Fixed, quoted first
- Government fees
- At cost
Included in the Run plan
- Registered office in the UK
- File the confirmation statement
- File the annual accounts, unless exempt
- File the Company Tax Return
- Verify existing people with significant control
- File the employment-related securities return
- Routine changes
- Every deadline tracked
Extra, at a fixed fee
- Pay the data protection fee
- File the workplace pension declaration
- Report and publish the gender pay gap
- Re-register as a limited company
- Re-register as a public company
Each extra is quoted before it starts, and nothing is done until you approve it.
Forming it
Entiva's formation fee is $559, one-off. Government fees are passed through at cost.
£100 software, £156 same-day, £124 paper.
The registration threshold is £90,000.
Tier 1 £52; tier 2 £78; tier 3 £3,763; £5 off by direct debit.
Excludes steps marked only if needed.
Every year
The Run plan costs $49 a month ($588 a year).
£50 online or software, £110 paper.
CICs pay £15 for the CIC34 report, shown as a separate line in government_fees[].
Late filing penalties: 200 GBP at 1 day, another 200 GBP at 3 months, then 10% of unpaid tax at 6 and 12 months; 1,000 GBP each if late three times in a row.
Tier 1 £52; tier 2 £78; tier 3 £3,763; £5 off by direct debit.
Changes
Routine changes are included in the Run plan.
0.5% of consideration rounded up to the nearest GBP 5 where it exceeds GBP 1,000; otherwise nil.
£20 online or software; £85 for same-day service; £30 on paper.
Closing it
Closing is a fixed-fee project, quoted before it starts.
The Gazette 2026 price list: £96.55 plus VAT per corporate insolvency notice placed by webform, XML or template. A CVL normally needs two notices, about £193.10 plus VAT.
Gazette notice extra: £96.55 plus VAT via webform.
Entiva fees are in US dollars. Government fees are in the currency each authority charges, passed through at cost when the filing is made. Taxes are separate.
Start with your first company.
We are onboarding a small group of founders and finance teams with entities in more than one country.