Most online guides on UK company formation treat the topic as a generic small-business setup. For a property landlord the operational picture is narrower and the configuration choices at the IN01 stage have downstream tax consequences that the generic guides skip. This page covers the Companies House registration mechanics specifically for a property SPV, set in the post-Economic Crime and Corporate Transparency Act 2023 regime that came in across 2024 and 2025 and which has now reached most of its commencement targets.

The framing is deliberate. This is not a should-I-incorporate decision guide; that question is covered on our should I incorporate my buy-to-let portfolio page and on our broader landlord incorporation step-by-step guide. This is also not a tax-mechanics guide; the s.162 rollover, the SDLT-on-incorporation question, and the holdover-relief overlay are covered on the s.162 page, the SDLT incorporation page, and the holdover-relief page. This page assumes both prior questions are settled. The reader has decided to incorporate and has chosen a tax route. The question now is: what do you actually file with Companies House, in what order, and what property-specific configuration choices do you make at IN01.

The statutory frame

Company formation in the UK runs on the Companies Act 2006 Part 2 (sections 7 to 16). The formation procedure is fixed: a single application form (IN01) submitted with a memorandum of association, articles of association, a statement of capital and initial shareholdings (for a company limited by shares), and a statement of proposed officers. Once Companies House accepts the application and issues the certificate of incorporation, the company exists as a separate legal person.

The ECCTA 2023 overlay sits on top of this baseline. ECCTA Part 1 introduces identity-verification gates at the level of every director, PSC, and Authorised Corporate Service Provider acting on the company's behalf. ECCTA also amended CA 2006 s.28 (registered office) to require an appropriate physical address (PO Boxes are no longer acceptable), introduced a registered-email obligation at the level of every company, and added a lawful-purposes statement that is attested on every confirmation statement. The substance: the register has shifted from a passive recorder of self-declared information to an active gatekeeper.

The IN01 documents in detail

The memorandum of association

The memorandum is now a short formal document confirming that the subscribers wish to form a company under the Act and have agreed to become members. Since 1 October 2009 the memorandum no longer contains the company's objects (these moved into the articles) or its authorised share capital. The Model Memorandum (Companies (Membership of Holding Company) Regulations 2008, Sch 1) is the default template and is the right starting point for almost every property SPV. Bespoke memoranda for property SPVs are rare and add no commercial value.

The articles of association

The articles are the operative constitutional document and they bind the company and its members. Most property SPVs adopt the Model Articles for private companies limited by shares (CA 2006 Sch 1 of the Companies (Model Articles) Regulations 2008) unaltered. Where the structure is a husband-and-wife SPV with an alphabet-share plan in mind from day one, the articles need bespoke provisions: separate classes of shares with separate dividend rights, separate voting rights, and separate return-of-capital rights. Even then, most founders stay with the Model Articles initially and amend by special resolution when the alphabet-share plan crystallises.

The articles also house the company's pre-emption rights, the directors' powers to issue shares, and any restriction on transfer. For a family SPV the practical addition is usually a transfer-restriction clause requiring board consent to a share transfer; this protects against an unwanted shareholder appearing via inheritance or a contested divorce settlement.

The statement of capital and initial shareholdings

The statement of capital records the total number of shares, the aggregate nominal value, the amount paid up on each share, and the rights attached to each class. For a typical husband-and-wife BTL SPV this is straightforward: 100 ordinary £1 shares, 50 to each spouse, fully paid up, all carrying the same voting and dividend and capital rights. The initial-shareholdings part of the same form records who holds what.

The statement of proposed officers

The statement names the proposed first directors and (if any) the company secretary. Private companies are not required to have a company secretary, and most property SPVs do not. Each proposed director is named with their full personal details and date of birth, and signs to consent to act. Under ECCTA Part 1, each proposed director must also have verified (or be in the process of verifying) their identity via the GOV.UK One Login route or via an ACSP.

The statement of compliance

A short declaration that the registration documents comply with the Act. False statement is a criminal offence under CA 2006 s.13.

The ECCTA identity-verification overlay

From November 2025, identity verification became mandatory for all new directors and PSCs appointed to UK companies. The verification routes are:

  • Direct verification via GOV.UK One Login. This is a free service for UK-resident individuals who can produce standard ID documents (passport or driving licence) and confirm their identity through the digital-only process.
  • Verification through an Authorised Corporate Service Provider. An ACSP is a regulated business (typically an accountant, solicitor, or formation agent) that has registered with Companies House under the ACSP framework and is permitted to verify clients' identity on behalf of the registrar.

For a UK-resident founder with a UK passport the direct route is usually the quickest. For non-resident directors, directors with documents that fall outside the standard set, or where the founder prefers to delegate the administrative process, the ACSP route through the accountant or formation agent is often easier in practice.

Verification is per individual, not per company. Once a director has verified their identity once, that verification carries forward to subsequent company appointments. There is no need to re-verify for each new SPV.

SIC code choice for a property SPV

The SIC (Standard Industrial Classification) code is a self-declared description of the company's principal activity. The codes most often used for property SPVs are:

  • 68209 Other letting and operating of own or leased real estate. This is the catch-all letting code and is the right choice for most buy-to-let SPVs.
  • 68100 Buying and selling of own real estate. Used by trading-development SPVs whose business model is to acquire, refurbish, and sell rather than to hold and let.
  • 41100 Development of building projects. Used by property-development SPVs taking land through planning and construction.
  • 68310 Real estate agencies. Used by letting agents and managers, not by the property-holding SPV itself.

You can record up to four SIC codes per company, which is useful for mixed-activity entities. Update the SIC code annually via the confirmation statement when activity shifts. The SIC code is not the determining factor for tax treatment: HMRC will tax the company by the actual activity, not by what the SIC declaration says. The most important downstream effect of the SIC choice is at counterparty due diligence (lenders and insurers read it as a signal) and at Companies House classification.

Registered office and registered email

Under the appropriate-address rule applied to CA 2006 s.28, the registered office must be a physical address at which documents delivered there can be expected to come to the attention of a person acting for the company, and where delivery can be acknowledged. PO Boxes no longer qualify. Acceptable choices for a property SPV include:

  • The founder's home address. Public on the register, accepted by Companies House, free.
  • The founder's business premises, where the SPV genuinely operates from a commercial address.
  • A commercial registered-office service provided by an accountant, solicitor, or specialist registered-office provider. Typical cost £50 to £150 per year.

The registered email address is a new ECCTA-era addition. Companies House uses this to send official notifications. A personal email address (Gmail, Yahoo, Outlook personal) is acceptable but vulnerable in two ways: (a) it does not present a professional face to counterparties who may inspect the register; (b) personal accounts are often less reliably monitored than a business-domain inbox. Most founders set up a dedicated business email at the point of incorporation and use it for both the registered email and the lender / counterparty correspondence.

The lawful-purposes statement is attested on every confirmation statement and is a representation that the company is being run for lawful purposes. Breach of the statement is a criminal offence and is one of the new gatekeeping tools Companies House gained under ECCTA Part 1.

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PSC declarations

A Person with Significant Control is anyone who:

  • directly or indirectly holds more than 25% of the company's shares;
  • directly or indirectly holds more than 25% of the voting rights;
  • has the right to appoint or remove a majority of the directors;
  • otherwise exercises (or has the right to exercise) significant influence or control over the company; or
  • has the right to exercise (or actually exercises) significant influence or control over the activities of a trust or firm that itself meets one of the above conditions.

For a husband-and-wife 50:50 SPV both spouses are PSCs. PSC information goes on IN01 and is published on the public register. Each PSC must verify their identity under ECCTA Part 1. Where the controlling interest is held through a trust, the underlying natural persons (settlor, trustees, beneficiaries with sufficient interest) may need to be declared under the look-through rules.

Three worked scenarios

Scenario 1: Husband-and-wife single SPV formation

Anil and Meera Patel form Patel Property Holdings Ltd to acquire a single buy-to-let flat in Manchester. The configuration choices:

  • Online IN01 via the Companies House WebFiling service. Formation fee at the current schedule (the schedule was updated 1 February 2026; verify current figure on the gov.uk fee page at filing).
  • Share class: 100 ordinary £1 shares, 50 to each spouse, fully paid. Single class, equal rights. Alphabet shares are deferred until later if needed.
  • SIC code: 68209 (Other letting and operating of own or leased real estate).
  • Registered office: a commercial accountant-managed service address in central Manchester. Keeps the family home off the public register.
  • Registered email: a dedicated business email at the SPV's intended domain.
  • PSC declarations: both Anil and Meera, each 50% ordinary shares.
  • Both spouses verify identity via GOV.UK One Login before the IN01 is submitted.

Day-1 post-incorporation checklist:

  1. Open business bank account, presenting the certificate of incorporation and Model Articles.
  2. Register for Corporation Tax with HMRC within three months of starting to trade or holding income-producing assets.
  3. Set the accounting reference date (the default is the last day of the month of incorporation).
  4. Draw up a director loan agreement for any founder-injected capital that goes into the SPV to fund the deposit.
  5. Decide whether to adopt bespoke articles or stay on Model Articles. For this configuration, Model Articles are fine.

Scenario 2: Multi-SPV operator and the associated-companies divisor

Mr Mawell already owns Mawell Holdings Ltd (parent) and two trading SPVs (Mawell Estates 1 Ltd, Mawell Estates 2 Ltd). He incorporates a third SPV (Mawell Estates 3 Ltd) today. The Companies House mechanics for the new formation are identical to Scenario 1, but the tax-side effect ripples across the group.

Under CTA 2010 s.18E, a company is associated with another at any time when one controls the other or both are under common control. All four Mawell companies are under Mr Mawell's common control, so for the accounting period beginning today each company has three associated companies. The marginal-relief lower limit (£50,000) and upper limit (£250,000) are divided by 1 plus the number of associated companies, which means each Mawell company sees its limits divided by 4. The effective lower limit becomes £12,500; the effective upper limit becomes £62,500.

The practical consequence: Mr Mawell should not incorporate a new SPV thoughtlessly. Each additional associated company shrinks the marginal-relief band for every SPV in the group. Whether the SDLT, liability isolation, and operational benefits of a fourth SPV outweigh the CT cost is a per-case judgement; this is covered in depth on our corporate tax planning strategies sibling page.

Scenario 3: TCGA 1992 s.162 incorporation of an existing portfolio

Mrs Kapoor holds six BTL properties personally, combined market value £1.8 million. She incorporates Kapoor Property Holdings Ltd and immediately transfers all six properties to the new company in exchange for shares, claiming s.162 incorporation relief (the gain rolls into the share base cost). Stamp Duty Land Tax is separately payable on the transfer because the chargeable consideration includes the market value of property transferred to a connected party (covered on our SDLT on incorporation page).

The Companies House sequence is critical:

  1. File IN01. Certificate of incorporation arrives (typically within 24 hours for an online formation).
  2. Open the business bank account in the new company's name.
  3. Refinance: arrange new mortgages where the lender requires the new company as borrower rather than Mrs Kapoor personally.
  4. Execute TR1 transfer forms with the Land Registry simultaneously with mortgage drawdown.
  5. Record the director loan account credit balance for the value differential between the s.162-relieved gain rollover and the consideration shares.

The critical sequencing point is that the company must exist at Companies House before the property transfer is executed. You cannot transfer property to a non-existent entity. This is the operational-mechanics point that the decision-layer pages skip; getting the sequence wrong creates legal mess that takes weeks to unwind.

Common Companies House formation errors

The most frequent rejections at IN01 stage cluster around five fault patterns:

  • Name conflicts. The company name must not be the same as an existing registered company and must not contravene the sensitive-words rules. Names like "Crown Property Investments Ltd" trigger sensitive-word review (the word "Crown" requires Cabinet Office consent). The Companies House WebCheck service lets you check name availability before filing.
  • Statement-of-capital inconsistencies. Declaring 1,000 issued shares but adopting Model Articles that authorise only 100 is a common mistake. The statement of capital must align with the articles.
  • Missing PSC declarations. Where a 25%+ shareholder is omitted from the PSC section, the IN01 is rejected. Run the PSC analysis cleanly before filing.
  • Registered-office address failures. PO Boxes, residential addresses occupied by someone unrelated to the company, virtual-office addresses that are not authorised to act for the company. Use a verifiable physical address.
  • Incomplete ID verification. Where a proposed director has not completed the ECCTA Part 1 verification process, the formation cannot complete. Verify before filing.

Each rejection wastes the filing fee and several days while a corrected IN01 is re-filed. The administrative cost is small but the delay is real; if the formation is on the critical path for a property completion (Scenario 3), even a few days can disrupt the conveyancing timetable.

Where this page sits in the cluster

This page is the operational layer for a property company formation. The decision layer sits on our should I incorporate page and our incorporation timing page. The tax-mechanics layer sits on the s.162 page, the SDLT-on-incorporation page, and the holdover relief page. The post-formation operational layer sits on our registering for corporation tax page and our guide for shareholders. The strategic-planning layer sits on our corporate tax planning strategies pillar.

If you have read this page and the structure of your incorporation is clear, the next document to read is the shareholders guide; it covers the post-formation rights, dividend tax, and share-gift mechanics that follow from the choices made at IN01.