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E-mail us info@ukincorp.co.uk Request a call-back Call Us (UK): 44 (0) 207.935.5171 / 0330.808.0089
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  • £24.99
    No maintenance fees
    This package is for UK-based clients, who want the simplest companies registration offer: registration of a company with free banking account (optional); you must have a valid address in the UK.
    The following documents will be sending via e-mail upon the registration of the private LTD company:
    • The certificate of incorporation;
    • The memorandum & articles of association;
    • The free business bank account with HSBC or Barclays Bank (mandatory option).
  • £39.99
    No yearly charges
    This is the new company registration with guaranteed Barclays bank account (optional) for the UK citizens, who have their own registered office address in the UK, with more official LTD papers produced, plus the laminated certificate of registration with free delivery.
    This private LTD company registration offer includes all services mentioned in the first option, plus:
    • The meeting of the board of directors, issued shares certificates;
    • The company' registers; & the laminated certificate of incorporation (delivery included).
  • £82.49
    No annual charges
    This is one of our very favourite limited company registration with guaranteed HSBC bank account (optional) for the UK based residents.
    This UK company registration option includes all LTD start-up benefits described in the second option, plus free delivery of:
    • One set of the memorandum and articles of association with a company's registers printed & top-notch bound;
    • The first meeting of the board of directors, elegant printed shares certificates & the rubber stamp;
    • The certificate of the beneficial owner.
  • £89.49
    Next year fee £75.00
    This is the BEST SELLING private company registration packages for such UK customers & British expatriates who are looking to register a limited company with the registered business address in London.
    This LTD set-up offer includes all company registration benefits & items mentioned into the SECOND OPTION, plus the provision of:
    • The registered office address in the UK, the government mail forwarding;
    • The secretarial compliance service & the certificate of the registered office address; and much more...
  • £119.49
    Next year fee £105.00
    This UK company registration offer was specially created for non-UK residents & it comes with a business registered address in London (& company's secretarial compliance service).
    The following items are included into this incorporation package:
    • The certificate of incorporation, the memorandum & articles;
    • The company's registers, shares' certificates & meeting of the board of directors;
    • The registered office address;
    • The government mail forwarding & the secretarial compliance service.
  • £469.49
    Next year fee £455.00
    This is one of the very favourite packages: limited company registration with nominee director & registered office address in London for the non-UK customers.
    This private LTD company registration by Companies House approved agent offer for non-British clients includes all services mentioned in the first option, plus:
    • The appointment of a nominee director;
    • The signed power of attorney;
    • The signed, undated resignation letter from a nominee director;
    • The agreement for the provision of nominee directorship service.
  • £619.49
    Next year fee £605.00
    This is one of the most popular packages: company registration with nominee shareholder as an additional option to the appointment of nominee director, & business address in London for non-UK based customers.
    This limited company registration offer includes all services mentioned in the second option, plus:
    • The provision of nominee shareholder service for one year;
    • The declaration of trust signed by nominee shareholder;
    • The certificate of the confirmation of a beneficial ownership.
  • £779.49
    Next year fee £605.00
    This is the MOST COST EFFECTIVE package: company registration with Companies Registrar & all corporate documents notarised by a notary public & certified by an apostilled stamp for non-UK citizens.
    This UK company registration offer includes all services mentioned in the third British LTD registration option, plus:
    • The certification of all documents, including power of attorney by notary public & legal verification of LTD documents by an apostille seal.
    • The company & attorney-in-law' rubber stamps, and much more...
UK Non-Trading LTD
This package includes all needed services for the UK LTD registration & keeping a British registered limited company as non-trading for the first year.
Pay £300.00 now
and £350.00 eleven months after.
  • The registration of a non-trading company (the government fee for the incorporation of a dormant company is included).
  • The provision of the UK registered office address for a non-trading company at the Baker Street in London.
  • The provision of a nominee secretary to protect the director(s) responsibility.
  • The initial registration of your company as the non-trading with the Tax Office.
  • We will act as the tax agent with the UK Tax Office for your dormant private limited LTD behalf.
  • The free government mail forwarding to your own address in the UK.
  • We will keep your dormant company registers at our registered office address in the UK.
  • The preparation of the annual return & year-end dormant account submission with the UK Companies Registrar and Inland Revenue.
  • We will issue the certificate of incumbency; &
  • The certificate of non-trading (at the end of the financial year).
  • In the second year of dormant company incorporation, you'll need to pay £350.00 only.



Coddan offers fixed fee for the complete UK private limited company registration with annual account & return preparation & filing it with Companies House and HMRC.
The description of our package in brief:
  • A company registration with Companies House & HMRC;
  • The provision of a registered address & opening a bank account;
  • The preparation & filing of annual account.
Our business start-up package is ideal for customers, who need a monthly bookkeeping, and the preparation of the final year-end account & its submission with Companies House & HMRC.
Our business and accounting start-up services include:
  • The registration of a company;
  • The registered office address;
  • Display of a company name;
  • A nominee secretary;
  • A business bank account;
  • The provision of a tax agent with the HMRC;
  • A monthly bookkeeping service;
  • The PAYE scheme registration;
  • The preparation & filing annual return & annual account.
ALL-INCLUSIVE

This package is ideal for such customers, who needs to appoint Coddan to deal with the bookkeeping & VAT requirements during the financial year.

The registration of a company & and the provision of registered office address in London.

The provision of a nominee secretary & opening a bank account.

The VAT registration & the provision of the tax agent service.

The keeping of the VAT & bookkeeping records with its submission & timely registration with CH and HMRC.

UK Limited company registration. Register limited company from only £24.99! Registration private limited company within 4 hours.

Methods of Setting up a Limited Company in the United Kingdom

Registering a Small Business: Company Formations Agent vs Companies HouseIf starting your own business has always been your dream, then Coddan can help you make that dream a reality. An automated limited company registration service that can register a limited company usually within 3-6 working hours, company establishment or company registration have never been easier - the cost to register a UK private limited company from £24.99! Welcome to Coddan CPM LTD online companies registration agent website. We provide new limited companies registration in the England, Wales, Scotland and limited company registration services for new businesses in Northern Ireland & Republic of Ireland. In addition to limited company registration we offer trademark registration, shareholder agreements, toll-free 0870, 0330 numbers, telephone answering, virtual office, apostille and notary certification services, certificates of good standing and company searches for limited companies.

Upon a special request, we may provide registered address services across the UK (in any city or town) and we may provide you a telephone number with call forwarding from any UK city and town.

We offer personal hands-on attention and effective legal solutions. Both start-up and existing businesses face the challenges of changing marketplace conditions, asset protection, and risk management. The experienced business consultants at Coddan know that legally defining the initial formation process protects businesses from financial difficulties and lawsuits. Existing businesses benefit from our sound litigation avoidance and risk management plans. We meet with clients in comfortable office in central London. We are limited company formation specialists providing a comprehensive range of company formation services. We will professionally incorporate a UK limited company for you within three-six working hours.

Coddan offers registration & business administration of offshore companies, trusts and foundations, we may help you to register a UK based real-estate company or real estate agent company, recruitment agency or recruitment bureau company, building and re-building company, entertainment or a holding company (all comes with special drafted memorandum and articles of association) or general trading companies (comes with our own drafted memorandum and articles of association), etc.

Starting a New Business: Online Company Registration Services

 

Starting A New Business: Online Company Registration ServicesCompany registration services to take the pain out of registering a business in the United Kingdom - from a company registration advice to full-service solutions to setting up a new business. Register your business on-line with Coddan CPM LTD and become a limited company within 4-8 working hours. Your company name submitted should have no history of trading, therefore being unique. Providing you with all the legal documentation on registering your business, you can begin to trade with a more respectable name and have increased supplier and customer relations.

The online service offered by Coddan aims to help you impress your clients during a decisive time in their business. Registration of a limited company is only the start of your business relationship - fast, efficient registration should ensure you remain a key factor throughout your clients' business life. The service provides a professional registration service for UK companies limited by shares.

We aim to provide a smooth efficient service that takes the workload from you while retaining the high standards your clients expect. Your own private limited company will be set-up online using our electronic filing service direct with Companies House. We offer a range of company registration packages to suit the differing needs and budgets of our clients.

We offer electronic company registration and electronic filing of documents. Your English, Welsh, or Scottish companies will be registered electronically as soon as we receive your details (and payment) it could not be done any more easily or quickly. We review your choice of company name etc., and Companies House make a number of checks (to verify the registered address details etc.) and your company will be registered as soon as this process is complete.

It can take three hours, it may take twenty-three hours, and it all depends on how busy Companies House staff and systems are. We send your package to you by first class recorded delivery, as part of the service. We also offer a nominee secretary, nominee director, nominee shareholder and the registered office facilities in addition to limited company registrations.

We will register your new company with your intended directors, company secretary (if its necessary), registered office and shareholders all in place and recorded at Companies House at the time of registration, although we can of course still use our nominees for registration purposes if you prefer. Upon special request, we may provide registered address services across the UK (in any city or town) and we may provide you a telephone number with call forwarding from any UK city and town.

Corporation Tax:


If your company is liable for Corporation Tax, you have to do more than just pay the correct amount of Corporation Tax each year. What you need to do depends on whether your company is 'active' - for example, carrying on business, trading, or receiving income - or 'dormant' - for example, not active, not carrying on business, or not trading.
Call us to discuss your needs and see how we can help.

If you have any questions about the companies or partnerships incorporation then please E-Mail or call us: 0330.808.0089 or +44 (0) 207.935.5171, fax: +44 (0) 207.681.3318.

Company Registration: Important Note 

£3,800
Resident Trading LTD
Pay £2,500 now and £1,300 eleven months after. This package includes all needed services for the set-up and operate an actively trading business in the UK.
What services do you get?
  • The registration of a UK resident company.
  • The provision of the registered office address for trading company at the Baker Street in London; including a company name display at the registered address.
  • The provision of the UK citizen as a nominee director and shareholder.
  • The initial registration of your company as a trading with the HMRC.
  • The provision of the tax agent with the HMRC.
  • Phone & fax numbers with call answering, correspondence address & mail forwarding via e-mail.
  • Keeping your company registers at the registered office address.
  • The UK bank account (without of your personal visit).
  • The VAT registration and communication with the UK authorities.
  • The notarised & apostilled set of all corporate documents.
The Formation of a Limited Company Usually Takes as Little as Four to Six HoursThe formation of a limited company usually takes as little as four to six hours from the time that your application & payment are received by Coddan. We will file your application electronically with the Companies House, allowing the fastest possible business registration. This generally means that if you place an order before 13:00 (London time) on the normal working day; your private company will be registered by the end of that day. Companies registration' can sometimes takes slightly longer. Although the majority of companies are incorporating within a maximum of twenty four hours, there may be occasions where the process takes longer due to circumstances beyond our control.

About the Guaranteed Same-Day Service

This service guarantees that your limited company will be registered on the same day that your order and payment are received. In order for you to use this service, you must place your order before 1:30 p.m. (London time) on a working day, and your application form must not contain any errors or omissions. This service is based on Companies House's normal working hours. We cannot be responsible for delays caused due to the rejection of the application by Companies House for any reason whatsoever.

For our overseas clients, we are able to obtain certificates of good standing and apostille services at competitive prices. We also provide many additional services which can be ordered using our online order form. If it is essential that you have a company today, formed with the name in which you intend to trade, then you must request a "Same Day Company". Orders must be placed before 13:30 pm, Monday to Friday.

Register a Limited Company Online: Start a New Business 

Register a Limited Company Online: Start a New BusinessThis website has practical advice and business resources for anyone looking to start up a small business: from choosing a name to getting customers, we have expert knowledge and experience that we will share with you. Before you start your business read it all here first. Starting a new business can be stressful enough without having to worry about, tax, National insurance, VAT, Health & Safety, audited accounts... or as it is commonly known 'Red Tape'.

If your turnover of VAT taxable goods and services supplied within the UK for the previous 12 months is more than the current registration threshold of £77,000, or you expect it to go over that figure in the next 30 days alone, you must register for VAT. However, if your turnover has gone over the registration threshold temporarily then you may be able to apply for exception from registration - see the section later in this guide for more information.There is a section later in this guide on calculating your VAT taxable turnover.

You are responsible for the effect your business may have on the health and safety of your employees and members of the public. You may need to register with the Health & Safety Executive (HSE) or with your Local Authority. All companies registering in the UK are required to do so with Companies House and have to submit accounts as well as annual returns. Overseas companies establishing a branch or place of business in the UK must register and file annual accounts. For almost all business purposes the form used is the company limited by shares, either as a private limited company (Ltd) or as a public limited company (Plc).

Most foreign companies set up a private limited company. No consents are needed, no local shareholders or directors are required and there are no minimum paid sharecapital rules apply. For a private limited company you need a minimum of one director, shareholder, and you may have a secretary.

You need at least one person to form this type of company. If there is only one director, and that director is a natural person in your company, that director can also act as the secretary. A company must have at least one director who is a natural person. This requirement is met if the office of director is held by a natural person as a corporation sole or otherwise by virtue of an office. You can register a sole director' company, if you are familiar with the secretaries duties and responsibilities, because all of them belongs to a sole director. The directors and secretary of your company can also be shareholders.

The Companies Act imposes no restriction on the minimum age of company directors. However Companies House will actively discourage the appointment of anyone under the age of 16 from taking up a company directorship on the grounds that the individuals concerned may not fully understand the legal liabilities that go with the position and for the most part will not have the experience necessary to perform the duties of a company director.

Under the Companies Act 2006, there is no restriction on any or all of the members/shareholders being from an overseas country (i.e. outside the United Kingdom in terms of residency, domicile, citizenship, place of incorporation or all or any of those concepts). Nevertheless, this general proposition may be subject to any applicable foreign investment rules which may apply from time to time.

You must protect the legal rights of your employees. Intellectual property describes things such as business names, patents and inventions. You should protect your own company name and logo, along with any inventions, product designs or copyrights. You should also respect other people's intellectual property rights. For example, you can't use the same name for your business as someone else doing similar work in your town.

A licence is required for many businesses, not just the obvious ones like casinos or public houses. For example, you need a licence to run a hotel, a guesthouse, and a mobile shop or to be a hairdresser. You should always check whether your business requires a licence to trade. It's good practice to have insurance to cover the loss or theft of your business property, as well as other types of possible losses. It’s also compulsory to have public liability insurance, which will often come as part of your contents insurance policy.

Starting a Company or Organisation and Corporation Tax 

When you set up a new company or organisation you must tell HM Revenue & Customs (HMRC) if it's liable for Corporation Tax, pay any Corporation Tax due and file a Company Tax Return on time. HMRC Corporation Tax requirements are separate to what your company needs to do for Companies House. This guide explains what you need to do and when. When you set up a new company or organisation that's liable for Corporation Tax you must: -

  • Tell HMRC your company or organisation is 'active' within three months of starting business activity;
  • Pay any Corporation Tax that's due on time and electronically;
  • File a Company Tax Return online for each Corporation Tax accounting period.

Your First Accounts :


If your company's first accounts cover a period of more than 12 months, you must deliver them to Companies House within 21 months of the date of incorporation for private companies and within 18 months for public companies, or 3 months from the accounting reference date, whichever is the longer.
Call us to discuss your needs and see how we can help.

Late Filing Penalties:


Not more than 1 month - £150.00
More than 1 month but not more than 3 months - £350.00
More than 3 months but not more than 6 months - £750.00
More than 6 months - £1,500
The penalties will be doubled if a company files its accounts late in 2 successive financial years. Call us to discuss your needs and see how we can help.

Trading and Non-Trading for Corporation Tax Explained 

Trading and Non-Trading for Corporation Tax Explained

Company Formation Service

We provide fast online service for UK company registration, including private, public and guarantee companies formation, establish of LLP and other business entities incorporation in England, Wales, and Scotland.

Setting up a business for the first time can be confusing and there are too many issues to consider. You need to decide whether to use professionals who can help you to incorporate your business, and to choose the best ownership structure for your business.

Choosing a structure for your business can be a confusing puzzling of terminologies. However, with this basic guide, you will be able to select the structure that will serve your business best at tax time. There are several types of legitimate commercial and non-commercial legal entities which you can choose to operate as. Find out the links below on the pros and cons of registering your business.


Coddan is one of the leading service providers in the field of English, Scottish, and Irish companies formation and registration. Our electronic filing software has been approved by Companies House. Companies House (Companies Registry, Secretary of State) is an executive agency of the United Kingdom Government Department of Trade and Industry (DTI). All limited companies in Great Britain are registered with Companies House and file specific details as required by the Companies Act 2006.

Related Articles






 
HM Revenue & Customs (HMRC) may consider your company or organisation to be 'active' for Corporation Tax purposes when it is, for example, carrying on business activity, trading or receiving income. But there are a number of circumstances where HMRC would not consider your company or organisation active for Corporation Tax purposes. In this case, your company or organisation is 'dormant' for example - not active or not trading. HMRC may also deem your unincorporated organisation, such as a members' club, dormant for Corporation Tax purposes if it is active or trading but it's due to pay Corporation Tax of less than £100.00 for an accounting period.

What is Active for Corporation Tax Purposes

Generally your company or organisation is considered to be active for Corporation Tax purposes when it is, for example: -

  • Carrying on a business activity such as a trade or professional activity;
  • Buying and selling goods with a view to making a profit or surplus;
  • Providing services;
  • Earning interest;
  • Managing investments;
  • Receiving any other income.

This definition of being active for Corporation Tax purposes is not necessarily the same as that used by HMRC in relation to other tax areas such as VAT, or by other government agencies such as Companies House. It may also not match definitions in the various accounting conventions that are used to prepare audited accounts, such as the Financial Reporting Standards (FRS) issued by the Accounting Standards Board, or the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board.

When Your Company or Organisation Has Not Yet Started Trading

Generally, HMRC considers that your company or organisation has not yet become active or started trading if it has not yet engaged in any business activity. In this context, business activity means carrying on a trade or profession, or buying and selling goods or services with a view to making a profit or surplus. Your newly-formed company or organisation may not be active. However, you may still carry out activities (known as 'pre-trading activities') or incur costs (known as 'pre-trading expenditure') before you officially open your business without HMRC deeming that you have started trading. Activities or expenditure to do with setting up a business that are not considered trading by HMRC for Corporation Tax purposes include: -

  • Preliminary activities such as writing a business plan or negotiating contracts;
  • Preliminary expenditure such as incurring costs with a view to deciding whether to start a business.

What Does Dormant for Corporation Tax Mean

Dormant is a term that HMRC and Companies House use for a company or organisation that is not active, trading or carrying on business activity. But HMRC and Companies House use the term dormant in slightly different ways. For Corporation Tax purposes, HMRC views a dormant company as a company that's not active, not liable for Corporation Tax or not within the charge to Corporation Tax. A dormant company can be, for example: -

  • A new company that's not yet trading;
  • An 'off-the-shelf' or 'shell' company held by a company formation agent intending to sell it on;
  • A company that will never be trading because it has been formed to own an asset such as land or intellectual property;
  • An existing company that has been - but is not currently - trading;
  • A company that's no longer trading and destined to be removed from the Companies Register.

Who is Subject to Corporation Tax Requirements?

The following limited companies and unincorporated organisations are subject to Corporation Tax requirements: -

  • Limited companies incorporated in the UK
  • Foreign-based companies with a permanent place of business in the UK
  • Members' clubs, such as social clubs, sports clubs and holiday clubs
  • Societies, such as friendly societies and provident societies
  • Associations, such as housing associations and trade associations
  • Co-operatives
  • Other unincorporated associations
  • Groups of individuals carrying on a business that is not a partnership
  • Charities, or companies that are subsidiaries of - or wholly owned by - a charity
  • NHS foundation trusts if they are carrying out significant commercial activities that are not part of core health care delivery, such as running a commercial laundry.

The taxable profits or surpluses of these businesses and organisations are subject to Corporation Tax requirements. A company or organisation subject to Corporation Tax requirements is known to HMRC for Corporation Tax purposes as being 'within the charge to Corporation Tax', 'chargeable to tax' or in 'the charge to tax'.

What Activities are Exempt from Corporation Tax?

HMRC uses the term 'exempt' to refer to certain activities carried out by organisations that are otherwise subject to Corporation Tax requirements. These include: -

  • Trading profits generated by charities where those profits arise from, and are applied to, charitable purposes;
  • Profits from any fundraising events run by charities or voluntary organisations provided that those profits are applied to charitable purposes;
  • HMRC defines charitable purposes as carrying out the primary purpose of the charity and/or directly serving the beneficiaries of the charity.

Other activities exempt from Corporation Tax include: -

  • Agricultural exhibitions or shows if the agricultural society that's running them uses any profits solely for the purposes of the society;
  • The sale of permanent health insurance or sickness insurance by a friendly society;
  • Non-commercial activities connected with core health care delivery undertaken by NHS foundation trusts.

If your company or organisation is liable for Corporation Tax, it's subject to Corporation Tax deadlines and requirements. This means you have to do more than just pay the correct amount of Corporation Tax each year.You must also tell HMRC you're liable for Corporation Tax and file a Company Tax Return on time. There are different requirements depending on whether or not your company or organisation is active (for example, carrying on business, trading or receiving income) or dormant (for example, not active, not carrying on business or not trading).

What Active Companies or Organisations Must Do

If your company or organisation is liable for Corporation Tax, and is active (for example trading or receiving income), you must: -

  • Tell HMRC that they are active;
  • Pay Corporation Tax on any profits that are taxable within nine months and one day of the end of your Corporation Tax accounting period - usually the end of your financial year;
  • File a Company Tax Return within 12 months of the end of your company or organisation's Corporation Tax 'accounting period' - usually the end of your financial year.

Exempt from Corporation Tax:


If your company or organisation is liable for Corporation Tax, but is dormant, or is not active you must still submit a Company Tax Return within 12 months of the end of your Corporation Tax accounting period (usually the end of your company or organisation's financial year) if HMRC sends your company or organisation a 'Notice to deliver a Company Tax Return'. You don't need to file a return if HMRC does not send you this notice.
Call us to discuss your needs and see how we can help.

UK Companies Formation: Our Service and Costs 

UK Companies Formation: Our Service and CostsOur products for UK residents start from just £24.99, and £187.49 for non-UK residents. Our packages offer fast electronic company registration documents and like all of our formation products is usually completed with in four-eight hours. We have many shelf companies (readymade company stock), which are ready to trade, and can be transferred to you within hours.

When your limited company will be formed and registered at Companies House, Companies Registrar tells to the HMRC that this has happened; this applies whether you start your business as the limited company. It also applies whether or not your company is active or has not started trading.

HMRC sends a newly formed company an introductory pack within six weeks of being told by Companies House that the new company exists. This pack contains corporation tax forms and explanatory notes for new companies. The pack is usually sent to your company's registered office, which may or may not be the same address that you trade from. You should complete and send a completed form (new company details) to your corporation tax office as soon as possible. If your limited company is dormant, you should complete a dormant form instead.

It is important to complete these forms as HMRC uses the information you provide to work out your corporation tax paying and filing deadlines. They will send you a form to confirm these deadlines, unless you have told HMRC that your company is dormant. If your new company has not yet started trading you need to tell HMRC as soon as possible if your company has been set up but is not yet trading or engaging in any business activity. In other words, your company is dormant.

Penalties for Not Telling to the HMRC Your Company is Liable for Corporation Tax

Useful Tips:


If your company or organisation has corporation tax to pay but you do not receive a 'Notice to deliver a Company Tax Return' from HMRC, you still must tell HMRC it is liable for corporation tax. If you do not, your company may be charged a penalty. Where the obligation to tell HMRC that your company or organisation is liable for corporation tax takes place on or after 1 April 2010, the penalty is based on the amount of tax that is unpaid or that your company or organisation is liable for.

Creating a Company: What We Can Offer You

Useful Tips:


We can offer you a straightforward registration of your company with the HRMC to confirm is your company is the trading or not. We can wait for an introductory pack from the HRMC, and then complete it & register it with the HRMC for your behalf. We can be appointed as your corporate tax-agent. As soon as we will register your company with the HRMC we will be able to apply for an unique tax registration number for behalf of your company.

Coddan may be register with the Inland Revenue and act as the registered tax authorised agent for your company. It allows you to use us as your authorise agent to act on your company behalf for specific matters, such as: - tax affairs including self-assessment and National Insurance; tax credits; PAYE for employers. Our tax authorised agent services are charged annually, and must be renewed each year if you want to continue using them.

Please note that our authorised agent services are not including bookkeeping, accountancy and tax preparation services.

Open a Business in the UK: Why are Authorisations Needed?

HMRC has a strict legal duty of confidentiality in respect of the information it holds on customers. The unauthorised disclosure of this information is a criminal offence. HMRC cannot risk divulging information to anyone who has not been properly authorised to receive that information. Customers would not want their personal information disclosed to third parties without their consent.

Incorporate in the UK: Non-UK Residents Who Owns or Run a UK Registered Company

HRMC suggests that all non-UK residents who own a company registered in the United Kingdom, or who run a UK company as non-UK resident directors should appoint a UK based tax-representative to deal with HMRC on your behalf when you start a new company or organisation and for all your other corporation tax affairs.

Doing Business Through the UK Company: About the Filing of the Annual Return and Accounting Records

Every company must deliver an annual return to Companies House at least once every 12 months. The company's directors and secretaries are responsible for ensuring that they deliver the annual return to Companies House within 28 days after the anniversary of incorporation of a limited company or of the anniversary of the made-up date of the last annual return. If you do not deliver the company's annual return, the Companies Registrar might assume that the company is no longer carrying on business or in operation and take steps to strike it from the register.

An annual return is a snapshot of certain company information at the made-up date. It is a separate document from a company's annual accounts. An annual return must contain the following information: -

  • The name of the company;
  • Its registered number;
  • The date to which the annual return is made-up (the made-up date);
  • The principal business activities of the company;
  • The registered office address of the company;
  • The address (single alternate inspection location - SAIL) where the company keeps certain company records if not at the registered office, and those records held there;
  • The details of all the company's members (corporate or individual), directors and secretaries.

Running a UK Registered Company: Accounting Records

Every company, whether or not they are trading, must keep accounting records. Accounting records must in particular contain: -

  • Entries showing all money received and expended by the company; and
  • A record of the assets and liabilities of the company.

In addition, where the company's business involves dealing in goods, the records must contain: -

  • Statements of stock held by the company at the end of each financial year;
  • All statements of stock takings from which you have taken or prepared any statements of stock; and
  • Statement of all goods sold and purchased, other than by ordinary retail trade. This should list the goods, the buyers, and sellers.

Deal with HMRC:


You can appoint an accountant or tax adviser - known to HMRC as an agent - to deal with HMRC on your behalf when you start a new company or organisation and for all your other Corporation Tax affairs. For example, your agent can tell HMRC your company is active on your behalf.
Call us to discuss your needs and see how we can help.

Using a UK-Registered Company: Where Must a Company Keep its Accounting Records?

Using a UK-Registered Company: Where Must a Company Keep its Accounting RecordsA company must keep its accounting records at its registered office address or a place that the members think suitable. The records must be open to inspection by the company's members and officers at all times. If the company holds the records at a place outside of the UK, it must send accounts and returns at least every six months and keep them in the UK. Those accounts and returns must disclose the financial position and enable the members to prepare accounts that comply with the requirements of the Companies Act, including where the accounts prepared using the International Accounting Standards.

Limited companies must keep accounting records for three years from the date they were made. Failure to deliver accounts on time is a criminal offence. In addition, the law imposes a civil penalty for late filing of accounts on the company. The amount of the penalty depends on how late the accounts arrive.

What if the filing deadline falls on a Sunday or a Bank Holiday? If a filing deadline falls on a Sunday or Bank Holiday, the law still requires you to file the accounts by that date. You should ensure that you send acceptable accounts in time to arrive before such a deadline. It is the date that you deliver acceptable accounts which meet the relevant legal requirements to Companies House that is important, not the date that you sent the accounts.

What if I do not submit accounts to Companies House at all? If the Registrar believes that a company is no longer carrying on business or in operation, he could strike it off the register and dissolve it. If this happens all the assets of the company, including its bank account and property, generally become the property of the Crown.

Failure to deliver documents is a criminal offence. All the members and directors of the company risk prosecution. On conviction, members could end up with a criminal record and a fine of up to £5,000 for each offence. This is separate from the civil penalty imposed on the company for late filing of accounts. Contact us to see how we can assist you.

Keep The Accounting Records:


Your registered business must keep its accounting records at the registered office address, or in a location, that the directors of a company think is suitable. You must normally keep them for at least 6 years from the end of the last company financial year they relate to. You must tell Companies House if you keep the records somewhere other than the company’s registered office address.
Call us to discuss your needs and see how we can help.
If you have any questions about the company establishment then please E-Mail or call us: 0330.808.0089 or +44 (0) 207.935.5171, fax: +44 (0) 207.681.3318.

Coddan CPM LTD is a cost effective, paperless way to register your limited company in the United Kingdom, Scotland, Northern Ireland or Rebublic of Ireland. We provide our customers with a direct link to the Companies House filing system whereby all associated documents for company registration can be completed and submitted online without any forms or papers to sign and return. Our system utilises a simple intuitive interface that collects all the relevant information with on screen help to guide you through the process.

Live Help

Live HelpLive Help is a real time "chat" feature which enables you to interact with a customer service representative without a phone call. Get answers to your questions while using our website. Clicking the "Live Help" button will start an on-line session with one of our representatives. Live Help is currently available during normal business hours. Outside of the above opening hours, our business center will be closed. When you click on the button, you will see an e-mail form that will allow you to send us a mail with your questions. Live Help is free! There are no hidden fees. We offer the service as a courtesy to our website visitors.

Dear visitors, while having a chat session with a customer, we are frequently requested to give a piece of advice on tax planning or business structuring. We would like to inform you that it is against our principles to provide online advice pertaining to these issues. The points that may be covered during a session include service description, package or service price, navigation at our website, ways of making an order, methods of payment etc. Yet, if you wish us to provide you with advice on tax or business structuring, you should be aware that this service is chargeable.

Company Creation - Learn About Incroporating a Business: Startnig in Business

So you are going into business. You are going to become one of those entrepreneurs with a Rolls Royce and an expense account. If only it were that easy. You have many decisions to take before you take the plunge into business. If you are engaged in an occupation, work or trade, whether commercial, industrial or professional, which includes the buying and selling of services then you are in business. Note that there is no mention of the world profit.

Of course you would not be in business if you were not going to make a profit but it is not compulsory, just advisable. This site is not intended to help you set up a business. It assumes you already have a product or service that you wish to sell or trade in. This site is designed to help you register a new company or partnership.

You now have decided whether you want to trade through a company or not. Like life itself there are advantages and disadvantages in everything but the decision has to be taken. Nothing is irrevocable but remember there is always a cost. It is far better to weight up the pros and cons first. How the company was born. Look at a little history.

When trade increased dramatically in the 19-century traders began to get together and run their business jointly. However, the increased activity also increased burdens on individual partners. Therefore partnerships had no legal existence apart from individual partners. Then in 1844 an Act of Parliament was passed for the registration of Joint Stock Companies and such an incorporated company could now hold property, incur debts and sue and be sued in its own name. The members (or partners) were no longer responsible for such matters individually. This was known as limited liability.

Setting-Up and Forming Your Limited Company

Now that you have made up your mind that you are going to run your own business through a private company limited by shares, this section tells you what to think about and how to plan it. Every year hundreds of thousand people setting-up their own businesses, some of them do it because they want to work for themselves, others because they have a great idea and have spotted a gap in the market, and, of course there are a lot of them. These are all having the valid reasons for starting-up their own business. There are many concerns to think about: -

  • What will the business do?
  • Where can it operate?
  • Will I need premises?
  • Do I need people to make it happen, or will I be flying solo for some time?
  • Can I fund the business myself, or do I need financial support?
  • How long will it take to get the business into profit?
  • Have I got what it takes to make it work?

There is no right or wrong type of business entities to run a business. It is critical that you choose the correct legal structure when starting up as it will affect things like the tax you pay, registration and reporting requirements, and your personal financial liability. If you are considering setting up a business, it is worth thinking carefully about which structure best suits the way that you intend to do business, as this will affect: -

  • Which authorities you have to notify that your business exists;
  • The tax and National Insurance that you pay;
  • The records and accounts that you have to keep;
  • Your financial liability if the business runs into trouble;
  • The ways your business can raise money;
  • The way management decisions are made about the business.

There are several structures to choose from, depending on your situation. This guide will help you understand the differences between them. If you are not sure which legal structure would best suit your business, you can get advice from one of our advisors. There are broadly two types of private company: -

  • A private limited company;
  • A private unlimited company.

A private limited company may be limited by shares or by guarantee. In relation to set-up & administration, a private company: -

1. Must be incorporated (registered) with Companies House, you can register either via a paper application form or electronically using Coddan as the business incorporation agent.
2. Does not have to appoint a company secretary but if one appointed, this appointment need to be registered with Companies House.
3. Must file accounts annually with Companies House and HMRC. The accounts must be audited unless the company is exempt.
4. Must send an annual return to Companies House.

Both types of private company must also have at least one member and at least one director. The director or - where there are two or more directors - at least one director must be an individual. Each director who is an individual must be at least 16 years of age. The director - or the board of directors - makes the management decisions. Note that directors may also be shareholders. Directors must notify Companies House of changes in the structure and management of the business. Finance comes from shareholders, loans and retained profits. Any profits are usually distributed to shareholders in the form of dividends, apart from profits retained in the business as working capital.

If the company is active, it must tell HM Revenue & Customs (HMRC) that it exists and is liable to Corporation Tax. It must then pay any Corporation Tax that's due and submit a Company Tax Return to HMRC. Companies also need to comply with HMRC's requirements for PAYE for employers, VAT, the Construction Industry Scheme etc. Limited companies exist in their own right. This means the company's finances are separate from the personal finances of their owners. A company may be limited by shares or limited by guarantee: -

  • A company is limited by shares if members' liability is limited to the amount, if any, unpaid on the shares held by them;
  • A company is limited by guarantee if members' liability is limited to an amount the members agree to contribute to the company in the event of its being wound up.

For a company limited by shares, shareholders are not responsible for the company's debts unless they have given guarantees - e.g. a bank loan (but the directors are personally liable to sign a special declaration, otherwise there is no chance to get a business loan from a Bank). However, they may lose the money they have invested in the company if it fails. Shareholders may be individuals or other companies. Company directors are an office holder of a company and therefore regarded as an employed earner for the purposes of paying National Insurance contributions (NICs). As such, company directors must pay both Income Tax and Class 1 NICs on their director's earnings.

Important Tips:


However, while regular employees' Class 1 NICs are calculated on their monthly or weekly earnings separately, directors' NICs are calculated on an annual cumulative basis. Company directors must complete a self-assessment tax return each year. You will need to give details of the income from your directorship on the employment pages. If you do not usually fill in a tax return, you must register for the self-assessment.
Call us to discuss your needs and see how we can help.

UK Limited Company Formation & Registration: Deciding Your Objects 

UK Limited Company Formation & Registration: Deciding Your ObjectsAny company must define what it is and what it is for. This is done in document known as memorandum of association. The Memorandum is a form specified by regulations, must be submitted to the Registrar of Companies and will state, among the other things: the company's name, the place of registered office of the company, the objects of the company, that the liability of the members is limited, the amount of share capital and its division into shares. Let us briefly deal with each of these in turn.

Coddan' special drafted and solicitors adopted memorandum and articles of association, which can be used not only in the UK, our own memorandum and articles of association will be very useful and accepted in other overseas countries. We do not use the Companies House' standard model of the memorandum and articles as most of others UK companies formation agents. Our standard version of the memorandum and articles of association is very widely drawn, and is suitable for most types of business.

If you want to have specifically drafted objects and clauses included in the memorandum and articles of association of your company, simply send them to us, and we will include them. If you request a non-standard memorandum and articles of association, the formation of your company will be delayed by between 24 and 48 hours. Please do not request a guaranteed same-day incorporation if you also require a non-standard memorandum and articles of association.

Incorporate a New Business: Choosing the Name for a Limited Company 

You can choose any name you wish, subject to a few obvious conditions. You may choose a name if: it is already registered by someone else; it requires the approval of the Secretary of State because it is 'sensitive'. This could be so if, for example, it contains the words, International, British, European, etc. It contains words which other relevant bodies might object to: for example - Police, Royal, Charity, etc.

This list is by no means exhaustive but you can see the difficulties that may arise if your intended name is too similar to that of another company or gives the impression that it is something which is not. Watch this carefully as that other company could object and your company be directed to change its name with the additional expense that entails.

Company law is different from the trademark law. You cannot stop someone using a trade mark, which is the same or similar to yours, just by registering your name with Companies House. There is no guarantee that the name of a company accepted for registration at Companies House is acceptable as a registered trademark. The company name may not qualify as a trade mark because, for example: -

1. It is not considered distinctive;
2. It is a descriptive word or term;
3. It may indicate geographical origin;
4. It may already be registered in someone else's name.

The following examples of company names would not be accepted as trademarks: -

'Reliable Builders'
'Cheap Car Insurance Company'

In the same way, a trademark, which is a word, might not be accepted for registration at Companies House.

Location of the Registered Office Address 

Location of the Registered Office AddressYour company must have a registered office address within England or Wales, or Scotland; this is the official address of your company and will be on the public record as such. Companies House, HMRC, and other authorities will use the registered office address of your company to send official documents, and they will assume that such documents have been received by the company' officers. Your company must hold its official corporate' documents at its registered office address: its register of members, and its constitutional documents. Because people have the right to visit your office to see these documents, your registered office address must be a physical address: it cannot be a post office box address. So long as you maintain a registered office address in England or Wales, or Scotland, and keeping your company documents within England or Wales, or Scotland, you can conduct your business from any place in the world: you do not have to run your business from your registered office address.

About Your Own Registered Office Address

Where do you want to operate your business? Location can be extremely important, especially for non-specialised businesses: -

1. If working from home, is it suitable for potential clients to visit?
2. Do you require planning permission to use your property for business?
3. If you own the building, could you be liable for business rates?
4. How would this affect your liability for capital gains tax?
5. Will family life disrupt your ability to work?
6. Is there enough room?
7. Are you permitted to operate a business from home?
8. Do your deeds/lease/mortgage/rental agreement permission to work from home?
9. Do you require planning permission?
10. Have you the necessary insurance cover for you, your staff, equipment and stock, clients and visitors, as well as the property itself?

If customers/ suppliers/staff are going to visit your home, then you will probably require additional public insurance, as you are most unlikely to be covered under your normal household/buildings/contents insurance, and especially for public liability. A residential address may be used as a registered office address, your business address can run perfectly fine from the spare bedroom, living room or loft studio, but it may not give the impression that you want to your customers and suppliers if your address is obviously a residential address rather than a business address.

You may be operating more than one business and not want people to know that they are connected or you may not want customers and suppliers to know your home address. Why not enhance your company image and profile with a prestigious business address whilst you continue to work from virtually anywhere?

Warning: About Using Your Home Address as a Registered Office Address

Warning: About Using Your Home Address as a Registered Office AddressIf you are going to register a trading company, you will need to ensure that the name of the company is visible to the public; otherwise, you could come under severe scrutiny and incur penalties from Courts, Companies House, Custom Service, and the Inland Revenue.

Another thing to be wary of is if you are planning to use your house or a flat address as the registered office address. As you will need to have some form of identification for your company's name that is visible to the public, you must check whether you need permission from the Landlord or Council in order to do so. Some housing contracts and tenant agreements strictly forbid the use of their property for business purposes, and therefore you will be breaking the law by going against this contract, whilst disobeying the Companies Act and the Companies (Trading Disclosures) Regulations 2008.

It is, therefore, far easier to simply allow Coddan CPM to act as the registered office address on behalf of your limited company as we can meet all the legal requirements on your behalf, which allows you to concentrate on the business at hand. If you are at anytime confused by the process or wish to ask further questions regarding the matter, you can come to the office or simply call and speak to one of our advisors today.

What Company' Records do You Need to Make Available for Inspection?

A company must keep and maintain a register of members. If the company issues debentures, it must keep a register of debenture holders and if it enters into a charge, it must keep a register of charges together with the instrument creating the charge. All these registers must also be kept available for inspection (HRMC, Companies House, Custom Service, company' members, and public inspection).

Additionally a company must maintain a register of members' residential addresses but this is not available for public inspection.

Where Can You Keep These Records?

You may keep all or any of these records at the company's registered office. The company may choose an alternative location to make these records available for inspection. The company can only have one alternative location to the registered office at any given time. That location must be in the same part of the UK as the registered office, e.g. a company registered in England and Wales can have an alternative inspection location in England and Wales, but not in Scotland or Northern Ireland. The company may choose to keep some records at its registered office and some at its alternative inspection location provided that all the records of a type are kept together.

What do You Need to Deliver to Companies House?

If you do not keep all your records at the company's registered office, then you need to tell us the address of your alternative inspection location or any change in that address. You also need to tell Companies House which records you hold there, and when any of the records return to the registered office.

About Our Registered Office Address Service

About Our Registered Office Address ServiceWe offer a service whereby we supply a prestigious address for you to use as your company's registered office address and we forward your private company's official mail to you (we are forwarding an official mail to our UK based customers free of charge, at the same we are charging a small fee for this service to clients who are based overseas).

This service is particularly useful for small businesses, such as those being run from home, who would like a separate, prestigious registered office address to be displayed on the public record, and for private companies owned by overseas residents who still need a local registered office address but would rather not open local offices.

Our registered office address service is charged annually, and includes mail forwarding of an official mail (mail from Companies House and HMRC) within the UK only, it does not include the forwarding of an official mail overseas nor general business mail.

When you register a company, its status will be either trading, meaning that it will be conducting business, or dormant, meaning it will remain inactive from the moment of registration. Whether your private limited company is trading or dormant, you are still required to have a registered office address. If your private company is trading, you are also required to display the company name outside or inside the registered office address so that it is visible in plain sight for any potential clients, visitors, or governing authorities to see should they need to inspect records. However, if your limited company maintains a dormant status, you do not have to proclaim your company name.

It is important to have a clear idea of whether your company is going to be dormant or trading, as you may unwittingly incur a penalty by failing to abide by a few simple regulations. In addition, if you are a trading company, it is often common for government authorities from Companies House or the Inland Revenue to do surprise inspections, or to investigate the records of your company (which we keep electronic files of). This issue will not apply to dormant companies, as they will not have traded. If someone comes to our office to inspect your company records, we will need to aid this person in their duties, which can take a few hours at a time.

We can offer our clients that are thinking of registration a trading private company using the provision of our registered office address numerous benefits. As we have a physical office address in central London (not just a PO Box like other service providers), we can arrange for your clients to come and visit you here if they have any queries regarding your company, we will also provide our address for the further inspection, and we display the company name inside the registered office address, so that it is visible in plain sight for any potential clients, visitors, or governing authorities to see should they need to inspect records.

The provision of a registered office address is fully comply with the Companies Act 2008 and the Companies (Trading Disclosures) Regulations 2008.

About the Certificate of the Registered Office Address

A certificate of registered office address is a document used to confirm the details of the registered office address of a company. It also confirms the name of the company, registered number, and the date of incorporation. A certificate of registered office address is often used to prove that a particular company is registered at the specified address in the UK.

Such certificates are issued by the company formation agent. The beneficiary owner or a company director can produce the certificate as the evidence of his/her company is legitimate to any interested party in any administrative or legal proceedings or official injury. Your certificate will be printed in an elegant format, sealed and laminated.

Disclosures Relating to the Registered Office and Inspection Place

A limited company shall disclose: -

(a) The address of its registered office;
(b) Any inspection place; and
(c) The type of company' records which are kept at that office or place, to any person it deals with in the course of business who makes a written request to the company for that information.

The limited company shall send a written response to that person within five working days of the receipt of that request.

Where Can You Keep These Records?

You may keep all or any of these records at the company's registered office. The company may choose an alternative location to make these records available for inspection. The company can only have one alternative location to the registered office at any given time. That location must be in the same part of the UK as the registered office, e.g. a company registered in England and Wales can have an alternative inspection location in England and Wales only, but not in Scotland or Northern Ireland.

The company may choose to keep some records at its registered office and some at its alternative inspection location provided that all the records of a type are kept together.

Offence

Where a company fails, without reasonable excuse, to comply with any requirement in regulations, an offence is committed by: -

(a) The company; and
(b) Every member and officer of the company who is in default.

A person guilty of an offence is liable on summary conviction to: -

(a) A fine not exceeding level 3 on the standard scale; and
(b) For continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

For the purposes of this regulation a shadow director is to be treated as an officer of the company.

Requirement to Display Registered Name at Registered Office and Inspection Place

3. (1) A company shall display its registered name at: -

(a) Its registered office; and
(b) Any inspection place.
(2) But paragraph (1) does not apply to any company which has at all times since its incorporation been dormant.

Requirement to Display Registered Name at Other Business Locations

4. (1) This regulation applies to a location other than a company's registered office or any inspection place.
(2) A company shall display its registered name at any such location at which it carries on business.

Manner of Display of Registered Name

5. (1) This regulation applies where a company is required to display its registered name at any office, place or location.
(2) The registered name shall be so positioned that it may be easily seen by any visitor to that office, place, or location.

Registered Name to Appear in Communications

6. (1) Every company shall disclose its registered name on: -

(a) Its business letters, notices and other official publications;
(b) Its bills of exchange, promissory notes, endorsements and order forms;
(c) Cheques purporting to be signed by or on behalf of the company;
(d) Orders for money, goods, or services purporting to be signed by or on behalf of the company;
(e) Its bills of parcels, invoices and other demands for payment, receipts and letters of credit;
(f) Its applications for licences to carry on a trade or activity; and
(g) All other forms of its business correspondence and documentation.

(2) Every company shall disclose its registered name on its websites.

Offence

10. (1) Where a company fails, without reasonable excuse, to comply with any requirement in regulations 2 to 9, an offence is committed by: -

(a) The company; and
(b) Every officer of the company who is in default.

(2) A person guilty of an offence under paragraph (1) is liable on summary conviction to: -

(a) A fine not exceeding level 3 on the standard scale; and
(b) For continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

(3) For the purposes of this regulation a shadow director is to be treated as an officer of the company.

About the Provision of a Registered Office Address by Other Companies' Formation Agents

About the Provision of a Registered Office Address by Other Companies' Formation AgentsIf you are going to register a trading or an active company, you will need to ensure that the name of the limited company is visible to the general public; otherwise you could come under severe scrutiny and incur penalties from courts, Companies House, and the Inland Revenue. For this reason, we strongly advise our clients to do their research on the issue, even if they are considering registering with another service provider.

Many formation agencies in the UK operate from home and may not always be physically able to display the company name, and therefore you will risk trouble at a later date if you decide to use them as your registered office address and service provider.

Remember, if a formation agent is offering the provision of a registered office address, you must check whether they will be fulfilling the legal requirements by displaying your limited company name on their premises. Otherwise, you are leaving yourself open to numerous serious fines and penalties, as the member of a limited company will be the person responsible for its negligence.

Provision of a Service Address

We can offer the provision of a UK service office address for members, directors, for single alternative inspection location, and for holding of your company' registers. We can also offer you services of general mail forward overseas, mail scanning, or address for legal processes.

We highly recommend these options to both UK (this is especially important to the small business or home based business owners), and non-UK residents, due to the legal complexity threatens, legal requirements & rules.

About the Provision of Members' Service Address

The new requirements states that each UK company member must provide Companies House with two sets of address details, a service address and their residential location. This will be the position whether at the time of company incorporation or on a subsequent appointment occurring post formation.

The first of these is a service address which will be published on the Companies House website and available to the general public who choose to pay a nominee fee to download the information. A member's service address provision permits limited company members to depart from the previous requirement to display their residential details to the wider public and provides them with a choice which type of location they display to enquiring individuals.

The types of locations which might be used as a members service address can broadly be placed in to three categories: -

1. The first of these is the residential address. There is nothing in the Companies Act 2006 which prevents a member from using their home location as their service address. In such cases the two sets of address information given by a director will be identical.
2. A second option would be to use the company registered office as the service address. This is a common option particularly where a third party facility is used. It has the advantage of affording the member privacy as regards to where they live.
3. A third option which is slightly less popular would be to use a different location which the company does not use as its registered office address. This scenario might be utilised where a company has multiple outlets or members or where the registered office cannot provide member service address support.

Whilst in the majority of situations the members' service address might be the company's registered office (where a third party facility is used) the Companies Act allows for any alternative location to be used. Any such service address used should be capable of accepting Companies House documents and reaching the designated member within a reasonable time frame. The ability for a given member to use a non residential location as their service address does not by any means require that they do so.

Companies House does not itself render any charge for the use of a services address but in some situations a private provider of such facilities might render a charge for its use.

The choice of whether to use a third party service office address instead of the member's residential location can be made on an individual basis. Some appointees may view the disclosure of their residential addresses to the public an option they are willing to undertake.

Others might have differing views. Recent pronouncements on identity thief particularly though internet fraud might increase the numbers of members wanting to take advantage of the new identity protections. In fact there are few obvious disadvantages pertaining to using a service address for a company's members given that the correspondence between Companies House and individual officers is infrequent. Such direct contact is usually only made when letters sent to the registered office are returned as undeliverable. Coddan provides members service address facilities in London. The service is both efficient and reliable and utilises the same proven mechanisms used for both the statutory and business mail sorting services.

Single Alternative Inspection Location (SAIL)

Single Alternative Inspection Location (SAIL)The SAIL (Single Alternative Inspection Location) is an alternative location to the registered office, where company records can be kept and made available for public inspection.

The Companies Act 2006 introduces changes to the arrangements for inspecting a company's registers. Depending on the nature and situation of the company it may be obliged to keep up to 13 possible registers. These registers must either be held at the registered office address (ROA), or at a single alternative inspection location (SAIL).

Every company must notify Companies House when they initially set up a SAIL address or if the SAIL address is moved. Once the SAIL address is set up the company can move some or all registers to the SAIL address by notifying Companies House.

Our single alternative inspection location service is charged annually.

About Our General Mail Forwarding Service

While using our registered office address, all official mail for your company will be forwarded to you. You can upgrade your mail forwarding service to include all general mail received for your limited company. If you choose not to upgrade, all general mail received for your company will be returned to sender.

This is fine if you don't expect any important general mail to arrive at the registered address of your business entity, but if you do, or if you use the registered office address to open a bank account, we advise you to upgrade your mail forwarding to include all general business mail. This will ensure that all mail received for your company will be forwarded to you.

Records About Your Company

You must keep details of: -

  • Directors, shareholders and company secretaries
  • The results of any shareholder votes and resolutions
  • Promises for the company to repay loans at a specific date in the future (‘debentures’) and who they must be paid back to
  • Promises the company makes for payments if something goes wrong and it's the company's fault ('indemnities')
  • Transactions when someone buys shares in the company
  • Loans or mortgages secured against the company's assets.

You must keep company records for at least 3 years.

Accounting Records You Must Keep

You must keep accounting records that include: -

  • All money received and spent by the company
  • Details of assets owned by the company
  • Debts the company owes
  • Stock the company owns at the end of the financial year
  • The stocktakings you used to work out the stock figure
  • All goods bought and sold
  • Who you bought and sold them to and from (unless you run a retail business).

You must also keep any other financial records, information and calculations you need to complete your Company Tax Return.

Important Tips:


You must tell Companies House if you keep the records somewhere other than the company's registered office address. If you don't keep accounting records, you can be fined £3,000 by HM Revenue & Customs (HMRC).
Annual Return - if you miss the deadline, Companies House can close down your company or prosecute you.
Call us to discuss your needs and see how we can help.

You must normally keep them for at least 6 years from the end of the last company financial year they relate to.

Company Registration: Defining the Objects 

Company Registration: Defining the ObjectsAlthough a company can, as a separate legal person, acquire rights and incur liabilities, its powers are slightly less extensive that a real person. A real person can do anything not prohibited by law but a company can only do what is authorised by the objects clause in its Memorandum. It is not, however, necessary to go into great detail here as it generally recognised that the main object of the business can be defined by a very general trading clause which will not inhibit the company from carrying any objects it wishes. In other words, for all intents and purposes, you will be able to do anything you wish within reason and within the law.

About Our Standard Version of the Memorandum and Articles of Association

Coddan' special drafted and solicitors adopted memorandum and articles of association, which can be used not only in the UK, our own memorandum and articles of association will be very useful and accepted in other overseas countries. We do not use the Companies House' standard model of the memorandum and articles as most of others UK companies formation agents. Our standard version of the memorandum and articles of association is very widely drawn, and is suitable for most types of business.

An electronic copy of our standard memorandum and articles of association is included with your company formation. Additional printed and bound copies of our standard memorandum & articles of association can be provided, either at the time of original incorporation (at the same order form below) or at a later date.

Incorporate a New Business: Limiting Your Personal Liability 

The fourth clause of the memorandum provides that the liability of the members shall be limited. What does this actually mean? In simple terms states that the member, meaning a shareholder, is liable to contribute any more that the nominal value of his shares. Once you have paid for your shares that are the extent of your liability. This is obviously a comforting thought if anything goes wrong. Example: The liability of the members is limited.

About the Standard Share Capital Upon Formation of Your Company 

A company's issued share capital is usually at least £1.00, but can be far greater to take account of the number of shareholders and their individual control of the company. If you choose the standard share capital option, we shall proceed on the basis that there is only one class of ordinary shares of £1.00 and they are to be fully paid up.

About the Non-Standard Share Capital Upon Formation of Your Company

The company may be registered with share capital that is greater than the amount it needs as initial working capital. After satisfying that need, it will therefore have a number of un-issued shares that the board can keep in reserve for future share issues.

When applying for the alternative share capital for your company, please make sure that the value per share is not less then £1.00. If you desire to have value per share less then £1.00 (for example 10p or 1p) you will need to apply for the paper filing for your company at additional charge.

If you want to register a company with a non-standard share capital and issue special shares, it is often advisable to contact us before registering your company.

About the Different Classes of Shares 

About the Different Classes of SharesThe following are descriptions of some typical classes of shares. There are no legal definitions of such classes and shares with the same name (e.g. preference shares) will have different rights in different companies.

Ordinary Shares

Most companies have just ordinary shares. They carry one vote per share, are entitled to participate equally in dividends and, if the company is wound up, share in the proceeds of the company after all the debts have been paid. Some companies create different classes of ordinary shares, e.g. 'A' ordinary shares, 'B' ordinary shares, etc. This is done to create some small difference between the different classes, e.g. to allow the directors to pay different dividends to the holders of the different share classes, or to create deadlock articles, or to distinguish between the shares so that different rules apply for share transfers, etc. There can also be ordinary shares in the same company that are of different nominal values, e.g. £1.00 ordinary shares and 10p ordinary shares. If each share has one vote (regardless of its nominal value) the holder of the 10p shares will get 10 votes for every £1.00 paid for them, while the holder of the £1.00 shares only gets one vote per £1.00.

Non-Voting Shares

Non-voting shares carry no rights to attend general meetings or vote. Such share are widely used to issue to employees so that some of their remuneration can be paid as dividends, which can be more tax-efficient for the company and the employee. The same is also sometimes done for members of the main shareholders' families. Preference shares are often non-voting.

Redeemable Shares

These are shares issued on terms that the company will, or may, buy them back at some future date. The date and terms may be fixed (e.g. that the shares will be redeemed five years after they are issued, perhaps at a price different from their nominal value). This can be a way of making a clear arrangement with an outside investor. They may also be redeemable at any time at the company's option. This often done with non-voting shares given to employees so that, if the employee leaves the company his shares can be taken back at their nominal value. There are statutory restrictions on the redemption of shares. The main requirement, like a buy-back, being that the company may only redeem the shares out of accumulated profits or the proceeds of a fresh issue of shares (unless it makes a permissible capital. Preference shares are often redeemable

Preference Shares

These will usually have a preferential right to a fixed amount of dividend, expressed as a percentage of the nominal (par) value of the share, e.g. a £1,7% preference share will carry a dividend of 7p each year. It is, however, still a dividend and payable only out of profits. The dividend may be cumulative (i.e. if not paid one year then accumulates to the next year) or non-cumulative. The presumption is that it is cumulative. The dividend is usually restricted to a fixed amount, but alternatively the preference share may be participating, in which case it participates in profits beyond the fixed dividend under some formula. Preference share are often non-voting (or non-voting except when their dividend is in arrears). They are sometimes redeemable. They may be given a priority on return of capital on a winding up. Often they will not be entitled to share in surplus capital (i.e. they only get their £1.00 back on each £1.00 share).

Deferred Ordinary Shares

Shares on which no dividend is paid until other classes of shares have received a minimum dividend. Thereafter they will usually be fully participating.

Management shares

A class of shares carrying extra voting rights so as to retain control of the company in particular hands. This may be done by conferring multiple votes to each share (e.g. they carry ten votes each) or by having a smaller nominal value for such shares so that there are more shares (and so more votes) per £1.00 invested. Such shares are often used to allow the original owners of a company to retain control after additional shares have been issued to outside investors.

Acquiring Your Company 

There are two ways of setting yourself up in business. You can do it by: starting a business on your own or in partnership or buying an existing business. Either of these can be put into a company and, indeed, the later may already exist as a company.
You May Use This Link to Select a Ready-Made Company:   Please Check The List of Ready Made Companies


Incorporate Online or at Our Office in London: Starting Your Own Business 

Incorporate Online or at Our Office in London: Starting Your Own BusinessIf you are setting up your business on your own you may wish to start with a brand new company. This can be done in two ways: buy a new or custom-made company with your own choice of name. Buy a ready-made company which has never traded. This is known as buying a company off the shelf. Both of these methods can most easily be done through us.

How Do I Incorporate a Company?

Traditionally there are 4 ways to incorporate a new limited company.

Option 1 is to go to your accountant and ask them to do it all for you. The downside? The costs - accountants charge for their services and experience, and a formation can cost £150.00 or more and for most limited companies formed this isn't needed.

Option 2 is to go to a company formations agent who has already registered a company with their own directors, secretary and shareholder, and your task is to fill in all of the transfer forms to get it in your name. The downsides? Your company has a set of directors, secretary and shareholder(s) already, along with a company name that you didn't want, and you have to pay Companies House to change the company name to one that you actually wanted!

Option 3 is to do it yourself using the old paper based systems. The downsides? You spend time understanding the forms and what they mean, you pay Companies House the administration fee, you pay a solicitor to sign the forms for you and to provide you with the "rules" for your company (called the memorandum and articles of association), which is likely to be at least £30-£50.00 and then you hope that Companies House don't reject your registration on a technicality and you repeat the whole process again 2 weeks later.

Option 4 - all you need to do is use the free availability check to see if your chosen company name is available. If so, then fill out a few details using the online forms, enter your payment details, and submit your application. No documents to sign. We form companies with you as the first directors, secretary and shareholders. Our online incorporation order form is a completely web based application, whereby all the company details are entered into our system and submitted electronic through the Companies House filing service.

Whether you are starting a new business, setting up a subsidiary or forming a trading company, creating a new company is an exciting exercise. We can guide you through the process of incorporation and registration, regardless of whether you require a PLC, a private limited company or a company for name protection purposes. We can ensure that your company is set up to meet the needs of both the shareholders and the company and that all potential requirements will be considered, for example those of lenders.

If you're serious about incorporating services, look into Coddan. We're ready to help. We are an independently owned and Great Britain based firm that specialises in providing company and partnership formation and provision of domiciliary, administrative, management and related services such as mail forwarding services, shareholder relations, management and deferral agreements and director services. Forming a limited company in the United Kingdom is not a complicated procedure and, with the right advice can be accomplished quickly and cheaply. Companies are established through the statutory process of incorporation under the Companies Act 2006.

Within the UK a company is legally regarded as a separate entity distinct from its shareholders and directors. Our tailor made company incorporation service allows you to choose the name of your new company, subject to availability. Because we now submit the vast majority of new incorporations electronically to Companies House, your company will normally be incorporated within 4-8 working hours* of ordering (*If ordered before 11:00 and Companies House permitting. Companies House in Belfast (CHB) normally takes 7-10 working days to register a new limited company).

Register a Domain Name 

A domain name is the equivalent of a P.O. Box number on the internet. It lets people know where they can contact and find out about you and your business. Even if you are not yet ready to create a website it will pay you to secure your business domain name now.

Before someone else does. You probably chose your business trading name because you liked how it looked or sounded, felt it created a good impression. You should exercise the same care in choosing your business domain name. Many people use free-for-all services like eircom.net. Be careful: these domain name endings are fine for personal use but can make a company look cheap and amateurish.

When an e-mail address does not end with a company name it gives the impression of a one-man operation. Worse still, search engines that help people find you on the internet, will not even consider ranking websites whose owners have not invested in an independent domain name.

It is well worth investing a tiny sum in registering .co.uk and .com domain names. You mask the size of your business so you can compete on the same playing field as bigger competitors. You will project professionalism and make prospects confident you mean business. Running separate e-mail addresses off your domain name, like sales@ukincorp.co.uk or accounts@ukincorp.co.uk, will add to the perception that your business is efficient and organized.

UK Call Forwarding 

UK Call ForwardingBusinesses trading from outside the UK can now offer their UK customers the option to call them for the price of a UK phone call. At present many businesses that are based abroad, but trade in the UK require their customers to dial their international phone number. This can cost the caller a lot of money and at the same time can put off those that would have called them had they been based in the UK.

Through Coddan can provide free redirection of UK 0871 virtual numbers direct to fixed-lines in most overseas countries. These include the big 6: Canada; China; Hong Kong; Malaysia; Singapore; USA. The savings to you and your callers are substantial since you no longer pay for the cost of calls being diverted from the UK to your international phone line and the caller only pays the price of a UK phone call rather than a higher priced international call to contact you.

So, whether you are running a news organisation in Paris, a mail-order company in the United States, a call centre in Spain or a tourist venture in New Zealand- if you are receiving calls from the UK, then make it easy for your customers to reach you by giving them a UK number that they can call. Many American companies (catalogue/internet publishers especially) give only a 1-800 number in their sales literature and on their websites forgetting that potential purchasers from most other countries are unable to access 1-800 from overseas or, if they can, they are then charged full international rates. United Kingdom residents are generally able to access 1-800 numbers but are paying full international rates.

Whenever a UK resident calls an American 1-800 number they will always receive the following message before being connected: "Access to the 800 number you have dialed is not free of charge outside the United States. If answered you will be charged at international direct dialing rates for the call. If you do not wish to proceed with this call please hang up now."

If you are interested in international business (and there are 60 million people in the UK) then simply by adding a UK phone number to your advertising, your website, or within your catalogue, you could open up an entirely new market, with no cost to you. You simply add the following words: UK Phone - Call 0871 XXX XXXX
The Advantages of Toll-Free Numbers:   Virtual Office Section


Post-Incorporation Corporate Services 

After formation we will assist you and advise you on the following: -

  • Appointment and duties of director;
  • Appointment and duties of company secretary;
  • Shareholders and share capital;
  • Location of registered office;
  • Advice with business bank account application;
  • Advice with VAT registration;
  • Advice with filing of annual accounts;
  • Advice with filing of other documents.

We will continue to provide these services for as long as you require them.

Whether yours is a new or a mature business, ensuring that you have the necessary finance is essential for achieving your objectives. Indeed, one of the most common causes of business failure is badly structured or inadequate financing. We can help you: -

  • Conduct a feasibility study of your projects;
  • Decide on the most suitable sources of finance - personal capital, bank overdraft, long-term commercial loans and mortgages, national and regional agencies, venture capital, or equity capital;
  • Prepare the necessary business plan, forecasts, prospectuses, etc.;
  • Present your proposals to your chosen finance source;
  • Arrange a disposal, merger/acquisition, or management buy out/in;
  • Our expertise and contacts will help you open doors that may otherwise have remained closed for you.

From time to time even the best-run business needs some advice or a second opinion. Healthy businesses plan for the future and having an independent review of your strategy can really help - our consultants act as advisers to many industry sectors and can offer you the benefit of having seen what works and what does not. Using the best accounting, budgeting, planning, and reporting tools, we can ensure that you have all the information you need to face future challenges.

For overseas companies setting up in the United Kingdom, our experience of business practices, taxation, and law within the United Kingdom can save them the considerable time, money, and energy required to establish and grow a business while meeting all of their legal obligations. We can also act as trustees for pension schemes, or alternatively, we can audit your pension scheme accounts, guiding you through the minefield of reporting requirements.

We are always looking for opportunities for your business to reduce its tax liability, with proactive tax planning. We also advise clients on international corporate tax and on issues arising from cross-border transactions, into and out of the United Kingdom.

If you are unsure of the best course of action for your business, Coddan can advise you on the best location and type of business entity, and can tailor a solution to your needs. If you wish to retain Coddan in a professional capacity, you can apply for an initial consultation appointment by following the link below.


Bookkeeping & Accounting Services 

We can relieve you and your staff of an enormous burden by taking care of all your bookkeeping and accounting needs, including the preparation of your annual accounts. Our first step is to work with you so we can gain a full understanding of your business. We then tailor our approach to your requirements so we can provide exactly the service you need. Besides your core bookkeeping, we can also maintain your VAT records, prepare and audit your group pension fund, and take on short-term projects to relieve your staff of any temporary overload. But perhaps the most important part of this service is the preparation of management accounts.

These are vital to the continued success of your business. We discuss your requirements with you and provide you with tailored information and constructive advice on a regular basis.

International Services 

No man is an island; and these days few businesses are. Rapid globalisation, the growing importance of the EU, and the burgeoning growth of the Internet as a business medium are all conspiring to add an international dimension to UK businesses. Trading with overseas companies, selling to overseas markets, and setting up overseas operations all require expert knowledge. We can help you: -

  • Set up accounting procedures for dealing with the euro or other currencies;
  • Determine the best business structure for tax purposes;
  • Reduce your overseas tax burden;
  • Develop strategies for financing overseas subsidiaries;
  • Repatriate profits at minimum tax cost.

Payroll 

Administering your payroll can be time consuming and burdensome, diverting energy and resources from the core activities of your business. And the task is made all the more difficult by the growing complexity of taxation and employment legislation and the accompanying regime of penalties for non-compliance. We have dedicated staff who can relieve you of this burden by providing a comprehensive and confidential payroll service, including: -

  • Customised payslips;
  • Administration of PAYE, national insurance, statutory sick pay, statutory maternity pay, etc.;
  • Completion of statutory forms, including year end returns, to issue to your employees and submit to the Inland Revenue;
  • Summaries and analyses of staff costs;
  • Administration of incentive schemes, bonuses, and ex-gratia and termination payments;
  • Administration of pension schemes.

Even if you have only a few employees, you will make savings by engaging us to administer your payroll.

Strategic Planning 

Everyone knows that a successful business must plan ahead, but all too often the pressures of keeping the business going on a daily basis mean that strategic planning is not given the attention it needs. The result is often rushed judgements, over- or under-capacity, or missed opportunities. Every business owner needs a planning adviser who has the time and space to take the long view and advise on appropriate courses of action before it is too late. With years of experience advising the local business community we have a wealth of experience and expertise for you to draw on. Contact us today for a planning review.

Audit Services 

Though business owners traditionally regard the annual audit and preparation of annual accounts as a cost centre - a necessary evil that adds no value to the business - we strive to transform it into a profit centre. Besides helping you meet the statutory requirements, we also take the opportunity to conduct a review of your financial and management systems. This can often result in our identifying potential problem areas and recommending opportunities to improve your business performance. We discuss the problems and opportunities with you and help you implement any agreed solutions.

We see the preparation of your annual report as an opportunity to enhance your external image. A well-prepared report can have a considerable positive impact on the perceptions of investors, potential finance sources, customers, prospect, referral sources, and even your own staff - all of which greatly improves your business prospects for the future.

Corporate Tax Planning 

Corporation tax represents a substantial part of your trading costs. Moreover, the increased reporting obligations, robust investigation policies on the part of the tax authorities, and harsher penalties for non-compliance mean that an undue amount of your time and resources can be taken up collecting revenue for the Government. We offer a range of services to help you minimise your corporate tax exposure and relieve you of the administrative burden of complying with tax legislation. These include: -

  • Determining the most tax effective structure for your business;
  • Taking full advantage of tax opportunities and reliefs;
  • Achieving the optimum capital or revenue tax treatment;
  • Reducing tax on disposals and maximising relief on acquisitions;
  • Making the most of tax opportunities specific to your industry;
  • Meeting the rigorous demands of compliance including corporation tax self assessment;
  • Acting on your behalf in discussions with the tax authorities;
  • Efficient corporate tax planning can result in potentially significant improvements in your bottom line.

Company and VAT Registration and Its Further Administration 

Value added tax is one of the most complex and onerous tax regimes imposed on business - so complex that many businesses inadvertently overpay or underpay VAT. The ever widening scope of VAT, the constant stream of detailed changes to the regulations, and the ever growing demands of Customs and Excise call for a trained professional eye to ensure that you do not fall foul of the regulations and do not pay the Exchequer more than you need to! We provide an efficient cost effective VAT service, which includes: -

  • Assistance with VAT registration
  • Advice on VAT planning and administration
  • Use of the most appropriate scheme
  • VAT control and reconciliation
  • Help with completing VAT returns
  • Planning to minimise future problems with Customs and Excise
  • Negotiating with Customs and Excise in disputes and representing you at VAT tribunals.

Estate Planning 

Estate Planning Few of us like to think about dying, but equally few of us could live with the thought that we have not made adequate provision for family and friends who survive us. The legislation that governs passing on your estate to your chosen beneficiaries requires you to plan well in advance.

Since none of us knows when we shall die, this means making the necessary provisions now. The earlier you make the arrangements, the greater your chance of taking full advantage of the tax opportunities available and thereby maximising the amount that goes to your beneficiaries. Nothing is more demoralising than the thought that a substantial slice of the wealth you have worked hard to accumulate will end up in the Government's coffers! It is equally important when planning to transfer your estate that you make adequate provision for yourself and your spouse in your later years. Striking this balance calls for considerable skill and foresight - and a detailed knowledge of the tax regime. We provide a discrete estate planning service that includes: -

  • Help with drawing up and reviewing your Will;
  • Making full use of exemptions and lower tax rates on lifetime transfers;
  • Optimising lifetime transfers between spouses;
  • Transferring agricultural or business property;
  • Transferring assets into trust;
  • Arranging adequate life assurance to cover potential inheritance tax liabilities.

We strongly advise you to begin your estate planning right away by contacting us for a preliminary review.
Copyright © 1993-2013. All rights reserved. The logo and the Coddan company brand are registered trademarks of Coddan CPM Ltd. Coddan CPM Ltd is a private limited company registered in England, whose registered number is 05370296, and whose registered office address is 124 Baker street, London W1U 6TY, VAT registered number is 864 142 527. Coddan CPM Ltd is committed to respecting the data which we hold on you. Your details are processed and kept securely in accordance with the Data Protection Act 1998, DTA registration number is PZ9265799. The content of this site is protected under applicable copyright and trademark laws. Personal use of material is permitted for research and/or information purposes only.

Limited company formation and small business start-up advice - we are offering companies registrations in England, Wales, Scotland, Northern Ireland, Republic of Ireland, USA and offshore jurisdictions. Our simple and cost-effective business starting-up service has various packages available to suit all needs. Expert advice and cost efficient business registration services to assist companies with their statutory obligations, including business administration, bookkeeping, accounting and annual accounting and annual return preparation. We can also help you to introduce and arrange a business bank account in the United Kingdom, Republic of Ireland, Cyprus, Gibraltar and in many other offshore countries.

All content within this site, including, but not limited to text, software, graphics, logos, icons and images are the property of the Coddan CPM Ltd. Except as provided herein, no portion of the materials on these pages may be reprinted or republished in any form without the express written permission of Coddan CPM Ltd. Permission is granted to print copies of informational articles for your own use and review, provided that source attributions and copyright notices are maintained. All of the information contained on this web site is not meant to be advice, nor should it be followed. The information on this site pertains to UK law only and is offered as a public service. It is not intended to give legal advice about a specific legal problem, nor does it create an attorney-client relationship. Due to the importance of the individual facts of every case, the generalizations we make may not necessarily be applicable to any particular case. Changes in the law could at any time make parts of this web site obsolete. Coddan does not represent nor warrant the accuracy of any of the information contained herein, nor should it be relied upon.

Due to the introduction of the Anti Money Laundering Regulations 2007 it is now a legal requirement that all trusts and company service providers are MLR registered. Coddan CPM Limited has been granted an MLR Registration Number 12298927. This means that we have passed the fit and proper test and successfully applied for and received confirmation from HM Customs and Excise. Please be aware that any formation agent operating without being MLR registered is not complying with the Law. We would strongly advise you to ask for an MLR number prior to processing a formation through any agent.

In the event of Companies House rejecting an application or submission you will have three days to re-submit the application with appropriate corrections at no extra charge. We reserve the right to cancel the contract between us if one or more of the goods or services that you ordered were listed at an incorrect price due to a typographical error or an error in the pricing information received by us from our supplier. If we do cancel your order for this reason, we will notify you by email and will credit your account with any sum deducted by us from your credit card as soon as possible but in any event within 30 days of your order. We will not be obliged to offer any additional compensation for disappointment suffered. Products are delivered using Royal Mail recorded delivery post, or e-mail (as appropriate), unless otherwise stated. Where you request an alternative method of delivery, you must meet those costs. Services are provided using reasonable skill and care. Products and services will be provided in accordance with the timescales set out in the Consumer Protection (Distance Selling) Regulations 2000 unless otherwise agreed with you. Website Last Updated: 6/19/2013