Company formation

Two software devs (Matt + Ben), no accountant, want to ship Sawdust as a UK limited company with minimum friction. This guide captures the options researched on 2026-06-12 so we can decide later without re-doing the work.

Why a Ltd company?

• Separates personal liability from business (customer disputes, supplier debt).
• Dividends > PAYE salary for tax efficiency at low/medium income levels.
• Required by Stripe, suppliers, and most B2B contracts.
• Required to open a business bank account.

Costs (real, 2026)

Item	Cost	Notes
Companies House online filing	£50	Hiked from £12 in May 2024.
Companies House same-day	£78	Not needed.
Paper filing	£71	Don’t.
Annual confirmation statement	£34/yr	Mandatory, online.
Domain (.co.uk)	~£5/yr	Cloudflare or Namecheap.
Domain (.app)	~£13/yr renewal	Forces HTTPS.
Business bank account	£0/mo	Tide, ANNA, Mettle, Starling free tiers.

VAT registration only required above £90k/yr turnover. Not relevant yet.

Registration routes

1. GOV.UK direct

• Cost: £50
• Link: https://www.gov.uk/limited-company-formation
• Pros: Cheapest if you already have a business bank account; no upsell.
• Cons: Bare-bones form, no hand-holding, no bundled bank.

2. ANNA Money (recommended)

• Cost: £0 if you open ANNA business account in same flow, otherwise £19.
• Link: https://anna.money/register-a-company/
• Pros: Free, bank account bundled, ID verify in app, ~1 working day.
• Cons: ANNA charges monthly bank fee later if you scale past free tier (~£14.90/mo on “Business” plan; free “Pay as you go” stays £0).

3. Tide

• Cost: £14.99 (Tide pays the £50 CH fee).
• Link: https://www.tide.co/company-registration/
• Promo: code STARTUP200 via referral link = £200 cashback if you hit spending criteria within 30 days.
• Pros: Bigger free banking tier than ANNA, larger user base, polished app.
• Cons: Not free for formation itself.

4. Formation agent (1st Formations, Rapid Formations, etc.)

• Cost: £12–£100 depending on package.
• Pros: Bundles registered office address, mail forwarding.
• Cons: Upsell-heavy, no bank bundled. Skip unless we want anonymous registered office for under £20/yr.

Decision

ANNA unless we find a reason against it before signing up. Free, bundled bank, fast. Tide is a fine fallback if ANNA’s app frustrates us during onboarding.

Before starting registration

1. Pick name. Check availability: https://find-and-update.company-information.service.gov.uk/ Candidates discussed: Sawdust Ltd, Sawdust Software Ltd, Sawdust Tools Ltd. Add more before deciding.
2. Both directors have ready: passport, UK home address, National Insurance number, mother’s maiden name (security question).
3. Agree share split. Default proposal: 50/50, 100 ordinary shares, £0.01 nominal value each. Document in a one-pager before filing — change later is doable but paperwork.
4. Registered office address. Use ANNA’s / Tide’s free virtual office so home addresses stay off the public register. Public register is public — anyone can search the name.

Form questions decoded

Question	What it means	Sawdust answer
Company name	Legal trading name	TBD — see above.
Company type	Liability structure	Private limited by shares.
SIC code	Industry classifier (Standard Industrial Classification)	62012 — Business and domestic software development.
Registered office	Public address for legal post	ANNA / Tide virtual office (free).
Directors	Who legally runs the company	Both of us.
PSCs	Persons with Significant Control (>25% shares or voting rights)	Both of us (assuming 50/50).
Service address	Where directors receive official post	Same virtual office. Keep home addresses private.
Share structure	Ownership split	100 ordinary shares, £0.01 nominal value each, 50 each.
Articles of association	Company rulebook	Model articles — the free default. Fine for 99% of small companies.
Statement of capital	Total issued share value	£1.00 total (100 × £0.01).
Memorandum	Founder declaration	Generated automatically by the registration tool.

Identity verification (mandatory since Nov 2025)

Economic Crime and Corporate Transparency Act (ECCTA) requires every director and PSC to verify identity before or shortly after incorporation.

• Verify via GOV.UK One Login (passport / driving licence photo + selfie), or
• Verify via an Authorised Corporate Service Provider (ACSP) — ANNA and Tide are ACSPs and handle this in their app.

No way around it. No MCP / API automation — legal signature required.

After incorporation — what HMRC auto-does

• HMRC sends a Unique Taxpayer Reference (UTR) to the registered office within ~14 days.
• Corporation tax registration is automatic — no separate form (since 2022 reform).
• PAYE registration only needed if paying salaries. Skip for MVP — take dividends from year 1 profit.
• VAT registration only at >£90k/yr turnover. Skip.
• Self-assessment registration: each director files personally for dividend income — register at https://www.gov.uk/register-for-self-assessment before 5 October following the first tax year you take dividends.

Annual obligations (don’t forget these)

Filing	When	Cost	Where
Confirmation statement	Annually on incorporation anniversary	£34	Companies House
Company accounts	9 months after fiscal year end	£0	Companies House
Corporation tax return (CT600)	12 months after fiscal year end	£0	HMRC
Corporation tax payment	9 months + 1 day after year end	varies	HMRC
Self-assessment (per director)	31 January	£0	HMRC

Stick these in a shared calendar before filing day one. Late = automatic fines (£100 from Companies House, more from HMRC).

Open questions

• Company name — needs decision.
• Share split — confirm 50/50 with mate.
• Registered office — confirm ANNA’s offering is genuinely free with the bank account.
• Director salary vs pure dividends — revisit when there’s revenue.