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Deluxe Package |
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 £ 557.00 | Annual Maintenance Fee £525.00 | | |
 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.
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| Legal Requirements to Register an LTD | | |
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.
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(click here for other packages)
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| Finance (No. 2) Act 2005 | | 2005 Chapter 22 - continued |
| | back to previous text |  | |
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SCHEDULE 5
| | Section 35 | | | CHARGEABLE GAINS: OPTIONS | | | PART 1 | | | APPLICATION OF MARKET VALUE RULE IN CASE OF EXERCISE OF OPTION | | | Application of market value rule in case of exercise of option
| | 1 | (1) Section 144ZA of TCGA 1992 is amended as follows.
| | | (2) In subsection (1) (cases in which the section applies) at the beginning insert "Subject to section 144ZB,".
| | | (3) In subsection (4) (where market value rule is set aside by the section, amount or value to be taken into account is, subject to section 120, to be actual amount or value) for "(subject to section 120) the actual amount or value" substitute "(subject to section 119A) the exercise price".
| | | (4) After that subsection insert-
| | |  | "(4A) In subsection (4) above "exercise price", in relation to an option, means the amount or value of the consideration which, under the terms of the option, is-
| | | (a) receivable (if the option binds the grantor to buy), or | | | (b) payable (if the option binds the grantor to sell), | | | as a result of the exercise of the option (and does not include the amount or value of any consideration for the acquisition of the option (whether directly from the grantor or not)).".
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| | | (5) For subsection (5) substitute-
| | | | "(5) Subsections (5) and (6) of section 144 shall apply for the purposes of this section and sections 144ZB to 144ZD as they apply for the purposes of that section.".
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| | | Application of market value rule in case of exercise of option: exception
| | 2 | After section 144ZA of TCGA 1992 insert-
| | | | "144ZB | Exception to rule in section 144ZA
| | (1) This section applies where-
| | (a) section 144ZA would apply but for this section in relation to an option, and | | | (b) the exercise of the option is non-commercial (see section 144ZC). | | | (2) But this section does not apply if-
| | | (a) the option is a securities option within the meaning of Chapter 5 of Part 7 of ITEPA 2003 (see section 420(8) of that Act) to which that Chapter applies or would, apart from section 474 of that Act, apply (see section 471 of that Act), or | | | (b) section 144ZD of this Act (value of underlying subject matter of option altered with a view to obtaining a tax advantage) applies in relation to the option. | | | (3) Where this section applies, neither section 144ZA nor the following provisions of section 144 shall apply in relation to the option-
| | | (a) in subsection (2), the words from "and accordingly" to the end of that subsection, and | | | (b) in subsection (3), the words from "and accordingly" to the end of that subsection; | | | but subsection (4) or (5) below shall instead have effect (subject to subsection (6) below).
| | | (4) If the option binds the grantor to buy-
| | | (a) the cost of acquisition incurred by the grantor in buying in pursuance of his obligations under the option, and | | | (b) the consideration for the disposal of what is bought by the grantor, | | | shall be deemed for the purposes of tax in respect of chargeable gains to be the market value, at the time the option is exercised, of what is bought.
| | | (5) If the option binds the grantor to sell-
| | | (a) the consideration for the sale, and | | | (b) the cost to the person exercising the option of acquiring what is sold, | | | shall be deemed for the purposes of tax in respect of chargeable gains to be the market value, at the time the option is exercised, of what is sold.
| | | (6) But if the whole or any part of the underlying subject matter of the option (see subsection (7)) is subject to any right or restriction which is enforceable by the person disposing of the underlying subject matter or a person connected with him-
| | | (a) the market value of the underlying subject matter shall be determined for the purposes of subsection (4) or (5) above as if the right or restriction did not exist, and | | | (b) to the extent that subsection (6) or (7) of section 18 would apply apart from this paragraph, it shall be disregarded. | | | (7) In this section "underlying subject matter", in relation to an option, means-
| | | (a) if the option binds the grantor to sell, what falls to be sold on exercise of the option; | | | (b) if the option binds the grantor to buy, what falls to be bought on exercise of the option. | | 144ZC | Section 144ZB: non-commercial exercise of option
| | (1) For the purposes of section 144ZB, the exercise of an option which binds the grantor to buy is non-commercial if the exercise price for the option (see subsection (3)) is less than the open market price (see subsection (4)) of what is bought.
| | | (2) For the purposes of section 144ZB, the exercise of an option which binds the grantor to sell is non-commercial if the exercise price for the option is greater than the open market price of what is sold.
| | | (3) In this section "exercise price", in relation to an option, means the amount or value of the consideration which, under the terms of the option, is-
| | | (a) receivable (if the option binds the grantor to buy), or | | | (b) payable (if the option binds the grantor to sell), | | | as a result of the exercise of the option (and does not include the amount or value of any consideration for the acquisition of the option (whether directly from the grantor or not)).
| | | (4) In this section "open market price", in relation to the underlying subject matter of an option (see section 144ZB(7)), means the price which the underlying subject matter might reasonably be expected to fetch on a sale in the open market at the time the option is exercised; and subsections (5) to (7) below apply for the purposes of this subsection.
| | | (5) If the whole or any part of the underlying subject matter of the option is subject to any right or restriction which is enforceable by-
| | | (a) the person disposing of the underlying subject matter, or | | | (b) a person connected with him, | | | the open market price of the underlying subject matter shall be determined as if the right or restriction did not exist.
| | | (6) Section 272(2) (no reduction in estimated market value on account of assumption that whole of assets are placed on market at one time) shall apply in estimating the open market price of the underlying subject matter of an option as it applies in estimating the market value of any assets.
| | | (7) Where the underlying subject matter of an option comprises or includes assets to which section 273 applies (unquoted shares and securities), subsection (3) of that section (assumption that relevant information is available) shall apply in determining the open market price of those assets as it applies for the purposes of a determination falling within subsection (1) of that section.
| | | (8) This section is to be construed as one with section 144ZB.
| | 144ZD | Section 144ZB: alteration of value to obtain tax advantage
| | (1) This section applies in relation to an option if each of the following conditions is satisfied (as to the effect of this section applying, see section 144ZB(2)(b)).
| | | (2) Condition 1 is that section 144ZB would, apart from subsection (2)(b) of that section, apply in relation to the option.
| | | (3) Condition 2 is that, at the time the option is exercised, the open market price (see section 144ZC(4)) of the underlying subject matter of the option (see section 144ZB(7)) differs from the open market price of the underlying subject matter of the option at the time the option was granted.
| | | (4) Condition 3 is that some or all of that change in the open market price of the underlying subject matter of the option results to any extent, directly or indirectly, from arrangements (see subsection (8)) ("the relevant arrangements")-
| | | (a) to which a relevant person is or has been a party, or | | | (b) which include one or more transactions to which a relevant person is or has been a party. | | | (5) In subsection (4) above "relevant person" means any of the following-
| | | (a) the grantor of the option; | | | (b) any person who at any time holds the option; | | | (c) a person connected with one or more of the persons mentioned in paragraph (a) or (b) above. | | | (6) Condition 4 is that, if there were to be disregarded so much of that change in the open market price of the underlying subject matter of the option as results to any extent, directly or indirectly, from the relevant arrangements, the exercise of the option would not be non-commercial (see section 144ZC).
| | | (7) Condition 5 is that (apart from this section) as a result, directly or indirectly, of the relevant arrangements-
| | | (a) the grantor of the option, or | | | (b) the person exercising the option, | | | would obtain or might be expected to obtain an advantage (see subsection (9)) in relation to capital gains tax or corporation tax in respect of chargeable gains directly or indirectly in consequence of, or otherwise in connection with, the exercise of the option.
| | | (8) In this section "arrangements" includes any agreement, understanding, scheme, transaction or series of transactions (whether or not legally enforceable).
| | | (9) In this section "advantage", in relation to capital gains tax or corporation tax in respect of chargeable gains, means-
| | | (a) relief or increased relief from, or repayment or increased repayment of, that tax, or the avoidance or reduction of a charge to that tax or an assessment to that tax or the avoidance of a possible assessment to that tax, or | | | (b) the deferral of any payment of that tax or the advancement of any repayment of that tax. | | | (10) This section is to be construed as one with sections 144ZB and 144ZC."
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| | |   | | | | | | Other UK Acts | Home | Scotland Legislation | Wales Legislation | Company Formation Online | Company Formations in Republic of Ireland | Company Registration in Northern Ireland | Incorporate in California, Nevada, Florida and New York | Incorporate Offshore Corporation |
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 | © Crown copyright 2005 | Prepared 25 July 2005 |
Finance (No. 2) Act 2005 is reproduced under the terms of Crown Copyright Policy Guidance issued by HMSO.
Publishing Rights: Coddan CPM Core Licence (HMSO) number is C02W0007897 issued on 25 November 2005 by HMSO Licensing Division (Core Licence.pdf Licence to reproduce public sector information).
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