Finance (No. 2) Act 2005

This is our most popular package with UK residents, and includes: -

The registration of your company from scratch using your own registered office address, and appoint your own candidates to the roles of director, secretary (if needed), and shareholder;

The standard capital on formation is £1.00, this is divided into 1.00 ordinary share valued at £1.00 (a minimum of one share must be issued);

The formation of a limited company usually takes as little as four to six hours from the time that your application and payment are received by Coddan;

The government fee for incorporation is included in the price of this package;

The following documents, which need to be printed and signed, will be emailed to you upon formation of your company: -

A certificate of incorporation (requires PDF file reader);

The memorandum & articles of association (requires MS-Word file reader);

The first meeting of the board of directors (requires MS-Word file reader);

Share certificates and a company register (requires MS-Word file reader).

E-Quick Package

£ 32.00

No Annual Charges

The Deluxe limited company package is a fast and easy option, it is ideal for the UK, EU, and international small to medium businesses who wish to appoint a nominee director and a nominee secretary in order to maintain anonymity, and it includes: -

Incorporation of your company from scratch using one of our registered office addresses in London, our nominee director and nominee secretary. We can appoint your own candidate(s) to the role of shareholder(s), or you can appoint a nominee sharholder provided by Coddan;

The standard capital on formation is £1.00, this is divided into 1.00 ordinary share valued at £1.00 (a minimum of one share must be issued);

The formation of a limited company usually takes as little as four to six hours from the time that your application and payment are received by Coddan;

The government fee for incorporation is included in the price of this package;

The provision of a registered office address for 12 months is included in the price of this package (our registered office address service is charged annually);

The provision of a nominee secretary for 12 months is included in the price of this package (our nominee secretary service is charged annually);

The provision of a nominee director for 12 months is also included in the price of this package (our nominee director service is charged annually);

The following two hard bound copies of corporate documents, will be posted to you upon formation of your company: -

A laminated copy of the certificate of incorporation of your company;

A hard bound copy of the memorandum and articles of association;

A hard bound copy of the minutes of the first meeting of directors;

Share certificates, and your company register;

The general power of attorney signed by a nominee director;

Pre-signed, undated resignation letter from a nominee director;

The agreement for the provision of nominee service and indemnification of nominee.

Deluxe Package

£ 557.00

Annual Maintenance Fee £525.00

A private company limited by shares in England and Wales must have at least one director, one shareholder, and 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).

There is no requirement for the officers of your company to be UK citizens or residents, nor for them to hold valid work permits.

Owning, or being an officer of a UK company does not, however, grant you any right to live or work in the UK if you are a foreign national.

Your company must have a registered office address within England or Wales; this is the official address of your company and will be on the public record as such.

Your company must hold its official company documents at its registered office address: its register of shareholders, and its constitutional documents.

So long as you maintain a registered office address in England or Wales, you can conduct your business from any place in the world: you do not have to run your business from your registered office address.

Legal Requirements to Register an LTD

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Finance (No. 2) Act 2005

2005 Chapter 22 - continued

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SCHEDULE 2

Section 12

EMPLOYEE SECURITIES: ANTI-AVOIDANCE

Introductory

ITEPA 2003 is amended as follows.

Rights under certain insurance contracts to be securities

(1) Section 420 (income and exemptions relating to securities: meaning of "securities" etc.) is amended as follows.

(2) In subsection (1), after paragraph (a) insert-

"(aa) rights under contracts of insurance other than excluded contracts of insurance,".

(3) In paragraph (b) of that subsection, insert at the end "(other than contracts of insurance)".

(4) In paragraph (g) of that subsection, insert at the end "(other than contracts of insurance)".

(5) After that subsection insert-

	"(1A) For the purposes of subsection (1)(aa) a contract of insurance is an excluded contract of insurance if it is-
	(a) a contract for an annuity which is (or will be) pension income (see Part 9),
	(b) a contract of long-term insurance, other than an annuity contract, which does not have a surrender value and is not capable of acquiring one (whether on conversion or in any other circumstances), or
	(c) a contract of general insurance other than one which falls, in accordance with generally accepted accounting practice, to be accounted for as a financial asset or liability.
	(1B) In this section-
	"contract of insurance",
	"contract of long-term insurance", and
	"contract of general insurance",
	have the same meaning as in the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001."

(6) In subsection (5)-

(a) at the end of paragraph (c) insert "and", and

(b) omit paragraph (d) (exclusion of insurance contracts).

(7) In Part 2 of Schedule 1 (index of defined expressions), insert at the appropriate place-

"generally accepted accounting practice

Section 832(1) of ICTA"

(8) This paragraph has effect on and after 2nd December 2004 and applies in relation to rights under contracts of insurance acquired before that date, as well as those acquired on or after that date; and-

(b) for the purposes of section 420(1A)(c) of ITEPA 2003, section 50 of FA 2004 (meaning of "generally accepted accounting practice") has effect on and after that date, in spite of subsection (6) of that section.

Restricted securities

Chapter 2 of Part 7 (restricted securities) is amended as follows.

(1) Section 424 (employment-related securities which are not restricted securities or restricted interest in securities) is renumbered as subsection (1) of that section.

(2) In that subsection-

(a) at the end of paragraph (a) insert "or", and

(b) omit paragraph (c) (employment-related securities which are, or are an interest in, redeemable securities) and the word "or" before it.

(3) After that subsection insert-

"(2) Subsection (1) does not apply if the main purpose (or one of the main purposes) of the arrangements under which the right or opportunity to acquire the employment-related securities is made available is the avoidance of tax or national insurance contributions."

(4) This paragraph has effect on and after 2nd December 2004 and applies in relation to employment-related securities acquired before that date, as well as those acquired on or after that date; and section 422 of ITEPA 2003 (application of Chapter 2 of Part 7) applies to employment-related securities in relation to which this paragraph has effect and which were acquired before that date with the omission of the words "at the time of the acquisition".

(1) In section 428 (amount of charge under section 426), after subsection (9) insert-

"(10) But subsection (9) does not apply if something which affects the employment-related securities has been done (at or before the time of the chargeable event) as part of a scheme or arrangement the main purpose (or one of the main purposes) of which is the avoidance of tax or national insurance contributions."

(2) This paragraph has effect where something such as is mentioned in section 428(10) of ITEPA 2003 has been done on or after 2nd December 2004.

(1) In section 429 (exception from charge under section 426 for certain company shares), for subsection (1A) substitute-

"(1A) This subsection is satisfied unless something which affects the employment-related securities has been done (at or before the time when section 426 would apply) as part of a scheme or arrangement the main purpose (or one of the main purposes) of which is the avoidance of tax or national insurance contributions."

(2) This paragraph has effect where something such as is mentioned in section 429(1A) of ITEPA 2003 has been done on or after 2nd December 2004.

(1) After section 431A insert-

"431B

Securities acquired for purpose of avoidance

Where employment-related securities are restricted securities or a restricted interest in securities, the employer and the employee are to be treated as making an election under section 431(1) in relation to the employment-related securities if the main purpose (or one of the main purposes) of the arrangements under which the right or opportunity to acquire the employment-related securities is made available is the avoidance of tax or national insurance contributions."

(2) This paragraph has effect in relation to employment-related securities acquired on or after 2nd December 2004.

Convertible securities

Chapter 3 of Part 7 (convertible securities) is amended as follows.

(1) In section 436(a) (meaning of "convertible securities"), for "immediate or conditional entitlement" substitute "entitlement (whether immediate or deferred and whether conditional or unconditional)".

(2) Section 437 (adjustment of acquisition charge) is renumbered as subsection (1) of that section.

(3) After that subsection insert-

	"(2) Subsection (1) does not apply if the main purpose (or one of the main purposes) of the arrangements under which the right or opportunity to acquire the employment-related securities is made available is the avoidance of tax or national insurance contributions unless the market value of the employment-related securities determined under subsection (1) would be greater than that determined under subsection (3).
	(3) Where subsection (1) does not apply by virtue of subsection (2) the market value of the employment-related securities is to be determined-
	(a) where the securities which are (or an interest in which is) the employment-related securities fall within paragraph (a) of section 436 and the entitlement to convert is not both immediate and unconditional, as if it were,
	(b) where they fall within paragraph (b) of that section, as if the circumstances are such that an entitlement to convert arises immediately, and
	(c) where they fall within paragraph (c) of that section, as if provision were made for their immediate conversion;
	and in each case is to be determined as if they were immediately and fully convertible.
	(4) In subsection (3) "immediately and fully convertible" means convertible immediately after the acquisition of the employment-related securities so as to obtain the maximum gain that would be possible on a conversion at that time (assuming, where the securities into which the securities may be converted were not in existence at that time and it is appropriate to do so, that they were) without giving any consideration for the conversion or incurring any expenses in connection with it."

(4) This paragraph has effect in relation to acquisitions on or after 2nd December 2004.

(1) In section 440 (amount of charge under section 438), after subsection (3) insert-

	"(3A) If (because of subsection (2) of section 437) subsection (1) of that section did not apply in relation to the employment-related securities, the taxable amount is to be reduced by the amount by which-
	(a) the market value of the employment-related securities for the purposes specified in that subsection, exceeded
	(b) what it would have been had that subsection applied,
	(less the aggregate of any amount by which the taxable amount on any previous chargeable event relating to the employment-related securities has been reduced under this subsection)."

(2) This paragraph has effect on and after 2nd December 2004.

(1) In section 443 (exception from charge under section 438 for certain company shares), for subsection (1A) substitute-

"(1A) This subsection is satisfied unless something which affects the employment-related securities has been done (at or before the time when section 438 would apply) as part of a scheme or arrangement the main purpose (or one of the main purposes) of which is the avoidance of tax or national insurance contributions."

(2) This paragraph has effect where something such as is mentioned in section 443(1A) of ITEPA 2003 has been done on or after 2nd December 2004.

Securities acquired for less than market value

Chapter 3C of Part 7 (securities acquired for less than market value) is amended as follows.

(1) In section 446R (exception from Chapter for certain company shares), for subsection (1A) substitute-

"(1A) This subsection is satisfied unless something which affects the employment-related securities has been done (at or before the time of the acquisition) as part of a scheme or arrangement the main purpose (or one of the main purposes) of which is the avoidance of tax or national insurance contributions."

(2) This paragraph has effect where something such as is mentioned in section 446R(1A) of ITEPA 2003 has been done on or after 2nd December 2004.

(1) In section 446U(1) (discharge of notional loan), insert at the end"or

(c) something which affects the employment-related securities is done as part of a scheme or arrangement the main purpose (or one of the main purposes) of which is the avoidance of tax or national insurance contributions."

(2) This paragraph has effect where something such as is mentioned in section 443U(1)(c) of ITEPA 2003 has been done on or after 2nd December 2004.

(1) After section 446U insert-

"446UA	Pre-acquisition avoidance cases
	(1) Sections 446S to 446U do not apply if the main purpose (or one of the main purposes) of the arrangements under which the right or opportunity to acquire the employment-related securities is made available is the avoidance of tax or national insurance contributions.
	(2) But instead an amount equal to what would (apart from this section) be the amount of the notional loan initially outstanding by virtue of sections 446S and 446T counts as employment income of the employee for the tax year in which the acquisition takes place."

(2) This paragraph has effect in relation to acquisitions on or after 2nd December 2004.

(1) Section 698 (PAYE: special charges on employment-related securities) is amended as follows.

(2) In subsection (1), after paragraph (e) insert-

"(ea) section 446UA (securities or interest acquired for less than market value: charge in avoidance cases),".

(3) In subsection (6), after paragraph (d) insert-

"(da) in relation to an amount counting as employment income under section 446UA, the date of the acquisition of the securities or interest in securities in question,".

(4) This paragraph has effect on and after the day on which this Act is passed.

Post-acquisition benefits from securities

Chapter 4 of Part 7 (post-acquisition benefits from securities) is amended as follows.

(1) Section 447 (charge on other chargeable benefits from securities) is amended as follows.

(2) In subsection (1), for "by virtue of the ownership of employment-related securities by that person or another associated person" substitute "in connection with employment-related securities".

(3) For subsection (4) substitute-

"(4) If the benefit is otherwise chargeable to income tax this section does not apply unless something has been done which affects the employment-related securities as part of a scheme or arrangement the main purpose (or one of the main purposes) of which is the avoidance of tax or national insurance contributions."

(4) Sub-paragraph (2) has effect on and after 2nd December 2004 and sub-paragraph (3) has effect where something such as is mentioned in section 447(4) of ITEPA 2003 has been done on or after that date.

(1) In section 449 (exception from charge under section 447 for certain company shares), for subsection (1A) substitute-

"(1A) This subsection is satisfied unless something which affects the employment-related securities has been done as part of a scheme or arrangement the main purpose (or one of the main purposes) of which is the avoidance of tax or national insurance contributions."

(2) This paragraph has effect where something such as is mentioned in section 449(1A) of ITEPA 2003 has been done on or after 2nd December 2004.

Corporation tax relief: minor and consequential amendments

(1) Schedule 23 to FA 2003 (corporation tax relief for employee shares) is amended as follows.

(2) In paragraph 7 (award of shares: income tax position of employee), after sub-paragraph (2) insert-

"(3) It must be the case that section 446UA of the Income Tax (Earnings and Pensions) Act 2003 does not operate in relation to the shares."

(3) In paragraph 21(8) (amount of relief in case of restricted shares: provision to be disregarded in determining amount of relief on a chargeable event under section 426), for "446E(3)" substitute "446E(6)".

(4) In paragraph 22C (amount of relief in case of convertible shares), after sub-paragraph (4) insert-

"(4A) Subsections (2) and (3) of section 437 of the Income Tax (Earnings and Pensions) Act 2003 are to be disregarded in determining the amounts mentioned in sub-paragraphs (3) and (4)."

(5) In paragraph 25(1) (exclusion of other deductions where relief available under Schedule 23), after "Schedule is" insert "(or, apart from paragraph 7(3), would be)".

(6) Sub-paragraphs (2), (4) and (5) have effect in relation to awards on or after the day on which this Act is passed.

(7) Sub-paragraph (3) is to be treated as having come into force on 7th May 2004.

Prepared 25 July 2005


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