Company formation in Upper Canada

Anyone in Upper Canada starting a business as a limited company: contractors and consultants leaving employment, sole traders incorporating as profits grow, two or more founders who need the shareholding agreed properly, property investors setting up a company to hold rentals, and overseas founders who need a UK company with a UK registered office.

• Company name check against the register and the sensitive-words rules before filing
• Incorporation at Companies House with articles, share structure and PSC register completed correctly
• Directors' identity verification guidance under the rules in force since November 2025
• Certificate of incorporation, memorandum, articles and share certificates delivered electronically
• Corporation Tax registration with HMRC and your Unique Taxpayer Reference, plus PAYE where included
• A first-year calendar: confirmation statement, accounts and tax deadlines diarised with reminders

1. Scope the job

   We find out what you need filed, when it is due and what state the records are in, and tell you which fixed-fee package applies.

2. Agree the price

   The fee is confirmed in writing. There is no hourly billing and nothing added for questions during the work.

3. Hand over the records

   Photographs, PDFs, software access or a spreadsheet, sent however suits you. We confirm what we have and what is missing within two working days.

4. Approve, then we submit

   You review the draft with our explanation, sign off, and we file. Receipts, copies and the next deadlines come back to you immediately.

Upper Canada is in South West, England. For businesses in England the tax rules are those set by the UK Parliament: the 20/40/45% income tax bands, Class 4 National Insurance for the self-employed at 6% and 2%, Corporation Tax at 19% to 25%, and Stamp Duty Land Tax on property. Business rates are set locally by the council.

Allowable expenses

Expense claims are where a return is won or lost in an enquiry. The test is wholly and exclusively for the trade; where a cost is mixed, the business proportion can be claimed if it can be identified. Capital items such as equipment and vans are relieved through capital allowances rather than as expenses, except under the cash basis where they are simply deducted when paid.

Record keeping

Record keeping is a legal obligation with a penalty of up to £3,000 for failure, but its real value is in making every other filing cheaper and more defensible. Keep invoices, receipts, bank statements, mileage logs and any HMRC correspondence, digitally if you like, for five years after the relevant filing deadline for individuals and six years for companies and VAT.

Workplace pensions and auto-enrolment

Every employer must assess its workers for automatic enrolment from the first employee's start date. Those aged 22 to State Pension age earning over £10,000 a year must be enrolled into a qualifying pension with minimum contributions of 8% of qualifying earnings, at least 3% from the employer, and a declaration of compliance made to the Pensions Regulator within five months.

Employer National Insurance

Since April 2025 employer National Insurance has been 15% on earnings above a £5,000 secondary threshold, a substantial increase for small employers. The Employment Allowance rose to £10,500 at the same time to soften it for the smallest businesses. Directors deciding their own salary weigh this cost against the Corporation Tax deduction a salary provides.

The trading and property allowances

Not every small income needs a tax return. The trading allowance exempts the first £1,000 of self-employment or casual income and the property allowance does the same for rental income, each measured on gross receipts. They cannot be combined with rent-a-room relief on the same income, and claiming the allowance means giving up the expense deduction for that source.

Dormant companies

Companies formed to protect a name or hold a future business are dormant but not exempt: Companies House still expects dormant accounts within nine months of the year end and a confirmation statement annually with its £50 fee, and HMRC must be told the company is dormant or it will demand Corporation Tax returns. The filings are short, but the penalties for missing them are the same as for a trading company.

Closing a company

Striking off a company is cheap but must be done in order: stop trading, file the final accounts and CT600, pay the tax, close VAT and PAYE, distribute the remaining assets, close the bank account, then apply. Anything left in the company at dissolution passes to the Crown. Distributions up to £25,000 are taxed as capital gains; above that a formal liquidation is usually needed to keep capital treatment.