Register an SPV with Companies House: 2026/27 Checklist

Updated for 2026/27. A UK SPV is usually registered as an ordinary private company limited by shares. Companies House needs the company name, registered office, email, directors, shareholders, share structure, PSC information, SIC code and lawful-purpose confirmation, together with identity-verification details required at the filing date.

Define the purpose before filing

Write down the asset, project, investors, funding and exit. The purpose determines the legal form, SIC codes, articles, tax registrations, lender requirements and regulatory analysis. Incorporating a generic company before agreeing these points can create avoidable amendments and due-diligence concerns.

Company name

Choose an available name ending in “Limited” or “Ltd” unless an exemption applies. Search Companies House, trade marks and the market. Sensitive words and expressions can require approval. Registration does not grant trade mark protection.

Registered office

The address must be appropriate, physical and in the same UK jurisdiction as the company—England and Wales, Wales, Scotland or Northern Ireland. Documents must be expected to reach someone acting for the company and delivery should be acknowledged. The address is public; a PO Box alone is not sufficient.

Registered email

Provide an appropriate email that Companies House can use to communicate with the company. It is not shown publicly, but it must be monitored and updated. Do not rely on an adviser address without an agreed handover and continuity process.

Directors

A private company needs at least one natural-person director. Supply name, service address, residential address, date of birth, nationality and occupation information as required. Directors must consent, be eligible and understand statutory duties. Lenders or investors may require additional or independent directors.

Shareholders and subscribers

The initial shareholders subscribe to the memorandum. Record names, addresses and the shares each takes. A corporate shareholder needs its legal and registration details. Nominee arrangements do not remove beneficial-ownership and PSC reporting obligations.

Share capital and classes

State the number, nominal value, currency and rights of shares. Ordinary shares may be enough for one owner, while joint ventures can need preference, voting or growth shares. Rights to dividends, capital, votes and redemption must be clear in the articles and statement of capital.

Articles of association

Model articles are available, but an SPV often needs tailored restrictions: limited objects, reserved matters, borrowing limits, security, transfers, lender consent, independent directors, bankruptcy-remoteness or waterfall provisions. Legal review should occur before incorporation where funders depend on these protections.

People with significant control

Identify individuals or relevant legal entities meeting ownership, voting, board-appointment or significant-influence tests. A person can be a PSC without holding more than 25% shares. Record the nature of control and update it when funding or governance changes.

Identity verification

Companies House identity-verification and authorised corporate service provider requirements are being implemented under the Economic Crime and Corporate Transparency Act. Complete the process applicable to directors, PSCs and presenters at the filing date. Do not use invented identity data or another person’s account.

SIC codes

Choose up to four codes describing intended activity. Common property codes include 68100, 68209, 68320 and 41100; financing, holding and project SPVs need codes matching their real activity. Update codes through the confirmation statement when activities change.

Statement of lawful purpose

Subscribers confirm that the company is formed for lawful purposes. The company must continue to ensure future activities are lawful. Companies House has enhanced powers to query information and names, so maintain evidence of the genuine commercial rationale.

What the incorporation does not provide

Registration does not automatically create:

• A bank account or lender approval
• Corporation Tax, VAT, PAYE or ATED registration
• FCA or other regulatory authorisation
• Ownership of the intended property or asset
• Contracts transferred from a parent
• Tax relief or bankruptcy remoteness

After incorporation

1. Save the certificate, memorandum, articles and company authentication details securely.
2. Open a bank account in the company name.
3. Issue shares and update statutory records.
4. Execute shareholder loans and governance agreements.
5. Register for Corporation Tax within three months after business starts.
6. Assess VAT, PAYE, ATED and regulatory duties.
7. Enter contracts and acquire assets in the SPV’s name.
8. Calendar accounts and confirmation statement deadlines.

First accounts and tax dates

First Companies House accounts are generally due 21 months after incorporation where the first period is 12 months or less. Corporation Tax is normally paid nine months and one day after the tax period and CT600 filed within 12 months. Accounting and tax periods may not initially match.

Bank and lender due diligence

Prepare beneficial ownership, source-of-funds, business plan, asset, expected transaction, tax residence and investor information. A certificate of incorporation alone is insufficient. Inconsistent SIC codes, unexplained shareholders or rapid fund movements can delay onboarding.

Registration checklist

• Purpose, asset and exit documented
• Name and trade mark cleared
• Office and email monitored
• Directors and PSCs verified
• Share rights and funding agreed
• Articles and shareholder agreement aligned
• SIC codes accurate
• Tax and regulatory advice completed
• Banking and filing calendar ready

Use the official Companies House formation service and company registration guidance. Our SPV overview explains the structure.

Frequently asked questions

Is there a special SPV incorporation form?

No. It uses an ordinary legal form, usually a private limited company, with documents tailored to its purpose.

Can one person own and direct it?

Yes for a private company, subject to lender, governance and regulatory requirements.

Must the asset be transferred during incorporation?

No. Asset acquisition is a separate legal and tax transaction that should be documented after the company exists.

This guide is general information. Complex investor and lender structures require legal drafting before incorporation.