Income Tax (Trading and Other Income) 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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Income Tax (Trading and Other Income) Act 2005
2005 Chapter 5 - continued
PART 4, SAVINGS AND INVESTMENT INCOME - continued

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	CHAPTER 2
	INTEREST
	Charge to tax on interest
369	Charge to tax on interest
	(1) Income tax is charged on interest.
	(2) The following sections extend what is treated as interest for certain purposes- section 372 (building society dividends), section 373 (open-ended investment company interest distributions), section 376 (authorised unit trust interest distributions), section 379 (industrial and provident society payments), section 380 (funding bonds), and section 381 (discounts).
	(3) For exemptions, see in particular-
	(a) Chapter 2 of Part 6 (national savings income),
	(b) Chapter 3 of Part 6 (income from individual investment plans),
	(c) Chapter 4 of Part 6 (SAYE interest),
	(d) Chapter 6 of Part 6 (income from FOTRA securities),
	(e) sections 749 to 756 (interest arising from repayment supplements, tax reserve certificates, damages for personal injury, employees' share schemes, repayments of student loans, the redemption of funding bonds and interest on certain foreign currency securities), and
	(f) sections 757 to 767 (interest and royalty payments).
	(4) Subsection (1) is also subject to sections 714(5), 716(4) and 720(7) of ICTA (exemptions for interest on securities within the accrued income scheme).
370	Income charged
	(1) Tax is charged under this Chapter on the full amount of the interest arising in the tax year.
	(2) Subsection (1) is subject to Part 8 (foreign income: special rules).
371	Person liable
	The person liable for any tax charged under this Chapter is the person receiving or entitled to the interest.
	Other income taxed as interest
372	Building society dividends
	(1) Any dividend paid by a building society is treated as interest for the purposes of this Act.
	(2) In this section "dividend" has the meaning given by regulations made under section 477A(1) of ICTA (building societies: regulations for the deduction of tax).
373	Open-ended investment company interest distributions
	(1) This section applies if the distribution accounts of an open-ended investment company show the total amount available for distribution to owners of shares in the company as available for distribution as yearly interest.
	(2) Subsection (1) is subject to subsections (6) and (7).
	(3) For income tax purposes payments of yearly interest are treated as made to the owners of the shares by the company.
	(4) Subsection (3) is subject to the qualifications in section 468L(4) of ICTA (which modifies the obligation for a person by or through whom a payment of interest is made to deduct tax under section 349(2) of ICTA in the case of interest distributions within that subsection).
	(5) The amount of the payment treated as made to each owner is so much of the total amount mentioned in subsection (1) as is proportionate to the owner's shares.
	(6) This section only applies if the condition in section 468L(1A) of ICTA (the qualifying investments test) is met throughout the distribution period.
	(7) This section does not apply if the open-ended investment company is an approved personal pension scheme.
	(8) See section 375 for the interpretation of this section and section 374.
374	Date when interest payments under section 373 made
	(1) This section applies for determining the date on which payments of interest under section 373 are treated as made.
	(2) The date on which the payments are treated as made depends on whether a date is specified for any distribution for the distribution period in question by or in accordance with-
	(a) the company's instrument of incorporation and its prospectus in issue for the time being (including any supplements), or
	(b) in the case of an open-ended investment company which is part of an umbrella company, such parts of those documents of the umbrella company as apply to the open-ended investment company.
	(3) If such a date is so specified, the payments are treated as made on that date.
	(4) If no such date is so specified, the payments are treated as made on the last day of that period.
375	Interpretation of sections 373 and 374
	(1) In sections 373 and 374 and this section-
	"approved personal pension scheme" has the same meaning as in Chapter 4 of Part 14 of ICTA (see section 630(1) of that Act),
	"distribution" includes investment on behalf of an owner of shares in respect of the owner's accumulation shares,
	"distribution accounts" means the accounts showing how the total amount available for distribution to owners of shares is calculated,
	"distribution period" means the period by reference to which that amount is ascertained,
	"the OEIC Regulations" means the Open-ended Investment Companies (Tax) Regulations 1997 (S.I. 1997/1154),
	"open-ended investment company" has the same meaning as in Chapter 3 of Part 12 of ICTA (unit trust schemes etc.) (see section 468(10) and (11) of ICTA, as inserted by regulation 10 of the OEIC Regulations),
	"owner of shares" has the same meaning as in that Chapter (see section 468(10) and (15) of that Act, as so inserted), and
	"umbrella company" has the same meaning as in section 468 of that Act (see section 468(18), as so inserted).
	(2) In subsection (1) "accumulation share" means a share in respect of which income is credited periodically to the capital part of the company's scheme property.
	(3) In subsection (2) "scheme property" has the same meaning as in Chapter 3 of Part 12 of ICTA (unit trust schemes etc.) (see section 468(10) and (13) of ICTA, as inserted by regulation 10 of the OEIC Regulations).
376	Authorised unit trust interest distributions
	(1) This section applies if the distribution accounts of an authorised unit trust show the total amount available for distribution to unit holders as available for distribution as yearly interest.
	(2) Subsection (1) is subject to subsections (6) and (7).
	(3) For income tax purposes payments of yearly interest are treated as made to the unit holders.
	(4) Subsection (3) is subject to the qualifications in section 468L(4) of ICTA (which modifies the obligation for a person by or through whom a payment of interest is made to deduct tax under section 349(2) of ICTA in the case of interest distributions within that subsection).
	(5) The amount of the payment treated as made to each unit holder is so much of the total amount mentioned in subsection (1) as is proportionate to the unit holder's rights.
	(6) This section only applies if the condition in section 468L(1A) of ICTA (the qualifying investments test) is met throughout the distribution period.
	(7) This section does not apply if the authorised unit trust is an approved personal pension scheme.
	(8) See section 378 for the interpretation of this section and section 377.
377	Date when interest payments under section 376 made
	(1) This section applies for determining the date on which payments of interest under section 376 are treated as made.
	(2) The date on which the payments are treated as made depends on whether a date is specified by or in accordance with the trust's terms for any distribution for the distribution period in question.
	(3) If such a date is so specified, the payments are treated as made on that date.
	(4) If no such date is so specified, the payments are treated as made on the last day of that period.
378	Interpretation of sections 376 and 377
	In sections 376 and 377-
	"approved personal pension scheme" has the same meaning as in Chapter 4 of Part 14 of ICTA (see section 630(1) of that Act),
	"distribution" includes investment on behalf of a unit holder in respect of the holder's accumulation units,
	"distribution accounts" means the accounts showing how the total amount available for distribution to unit holders is ascertained, and
	"distribution period" means the period by reference to which that amount is ascertained.
379	Industrial and provident society payments
	(1) Any dividend, bonus or other sum payable to a shareholder in-
	(a) a registered industrial and provident society, or
	(b) a UK agricultural or fishing co-operative,
	is treated as interest for income tax purposes if it is payable by reference to the amount of the shareholder's holding in its share capital.
	(2) In subsection (1)-
	"registered industrial and provident society" means a society registered or treated as registered under the Industrial and Provident Societies Act 1965 (c. 12) or the Industrial and Provident Societies Act (Northern Ireland) 1969 (c. 24 (N.I.)), and
	"UK agricultural or fishing co-operative" means a co-operative association-
	(a) which is established in the United Kingdom and UK resident, and
	(b) whose primary object is assisting its members in-
	(i) carrying on agricultural or horticultural businesses on land occupied by them in the United Kingdom, or
	(ii) carrying on businesses consisting in the catching or taking of fish or shellfish.
	(3) In subsection (2) "co-operative association" means a body with a written constitution from which the Secretary of State considers that it is in substance a co-operative association.
	(4) For the purposes of subsection (3), the Secretary of State must have regard to the way in which the body's constitution provides for its income to be applied for its members' benefit and all other relevant provisions.
	(5) In Northern Ireland subsections (3) and (4) apply with the substitution for "the Secretary of State" of "the Department of Agriculture and Rural Development".
380	Funding bonds
	(1) This section applies to the issue of funding bonds to a creditor in respect of a liability to pay interest on a debt incurred by a government, public institution, other public authority or body corporate.
	(2) The issue is treated for income tax purposes as if it were the payment of so much of that interest as equals the market value of the bonds at their issue.
	(3) In this section "funding bonds" includes any bonds, stocks, shares, securities or certificates of indebtedness.
381	Discounts
	(1) All discounts, other than discounts in deeply discounted securities, are treated as interest for the purposes of this Act.
	(2) In this section "deeply discounted securities" means securities to which Chapter 8 of this Part applies (profits from deeply discounted securities).



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Prepared 29 March 2005


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