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 6, EXEMPT INCOME - continued

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	CHAPTER 3
	INCOME FROM INDIVIDUAL INVESTMENT PLANS
694	Income from individual investment plans
	(1) The Treasury may by regulations provide that income of an individual from investments under a plan-
	(a) is exempt from income tax, or
	(b) is exempt from income tax to such extent as is specified in the regulations.
	(2) In this Chapter such regulations are referred to as "investment plan regulations".
	(3) Investment plan regulations may, in particular, specify-
	(a) the description of individuals who may invest, and
	(b) maximum investment limits.
	(4) They may provide for investment by an individual under more than one plan in the same tax year.
	(5) They must set out conditions subject to which plans are to operate.
	(6) The following provisions of this Chapter contain more particular provisions about the scope of investment plan regulations.
695	Investment plans
	(1) Investment plan regulations may specify the kind of investments which may be made under a plan or which may be made by particular descriptions of individuals under a plan.
	(2) They may-
	(a) provide for a plan in the form of an account, and
	(b) authorise the ways in which the subscriptions to an account are to be invested.
	(3) They may-
	(a) provide that plans are to be such as are approved by the Board of Inland Revenue, and
	(b) specify the circumstances in which approval may be granted and withdrawn.
	(4) They may-
	(a) provide for plans to be treated as being of different kinds, according to criteria set out in the regulations,
	(b) provide for the Board to register a plan as being of a particular kind, and
	(c) make different provision about different kinds of plan.
696	Plan managers
	(1) Investment plan regulations may provide that investments are to be held by persons on behalf of investors.
	(2) In this Chapter those persons, including the managers of any such account as is specified in section 695(2), are referred to as "plan managers", and references to "plan managers" in any other enactment are to be read accordingly.
	(3) Investment plan regulations may-
	(a) provide that plan managers are to be such as are approved by the Board of Inland Revenue, and
	(b) specify the circumstances in which approval may be granted and withdrawn.
697	Special requirements for certain foreign managers
	(1) Investment plan regulations may provide that a foreign institution may only be a plan manager if one of the requirements set out in section 698(2), (3) and (4) about the discharge of such of the institution's duties as are specified in the regulations is met.
	(2) In this section "foreign institution" means-
	(a) an EEA firm of the kind mentioned in paragraph 5(a), (b) or (c) of Schedule 3 to FISMA 2000 which is an authorised person for the purposes of that Act as a result of qualifying for authorisation under paragraph 12 of that Schedule,
	(b) a firm which is an authorised person for those purposes as a result of qualifying for authorisation under paragraph 2 of Schedule 4 to that Act, or
	(c) an insurance company which is non-UK resident.
	(3) Different duties may be specified under subsection (1) for different institutions or different descriptions of institution.
	(4) In this section-
	"insurance company" means an undertaking carrying on the business of effecting or carrying out contracts of insurance, and
	"contract of insurance" has the meaning given by Article 3(1) of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (S.I. 2001/544).
698	Requirements for discharge of foreign institution's duties
	(1) The requirements about the discharge of an institution's duties which are referred to in section 697(1) (one of which may be imposed in the case of certain foreign managers) are requirements A, B and C.
	(2) Requirement A is that-
	(a) a person is currently appointed by the institution to be responsible for securing the discharge of the duties,
	(b) that person either-
	(i) is an individual who is a UK resident, or
	(ii) is not an individual and has a business establishment in the United Kingdom, and
	(c) the institution has notified the Board of Inland Revenue of that person's identity and appointment.
	(3) Requirement B is that there are other current arrangements with the Board for a person other than the institution to secure the discharge of the duties.
	(4) Requirement C is that there are other current arrangements with the Board designed to secure the discharge of the duties.
	(5) Investment plan regulations may provide-
	(a) that requirement A or B is only met if the person concerned is of a description specified in the regulations as respects that requirement,
	(b) that appointments made for the purposes of requirement A or arrangements made for the purposes of requirement B are treated as terminated in circumstances specified in the regulations as respects that requirement.
	(6) Investment plan regulations may provide that a person currently appointed as mentioned in subsection (2) or as to whom there is a current arrangement within subsection (3)-
	(a) may act on the institution's behalf for any of the purposes of the provisions relating to the duties,
	(b) is to secure the institution's compliance with, and discharge of, the duties, where appropriate by acting on its behalf,
	(c) is personally liable for the institution's failure to comply with or discharge any of the duties, as if they were imposed on the person and the institution jointly and severally.
699	Non-entitlement to exemption
	(1) Investment plan regulations may-
	(a) provide that in circumstances specified in the regulations an investor ceases to be entitled to the exemption given by regulations made under section 694(1) and is treated as not having been entitled to it,
	(b) adapt or modify the effect of any enactment relating to income tax for that purpose, and
	(c) provide that in those circumstances the investor or the plan manager (depending on the terms of the regulations) is to account to the Board of Inland Revenue for income tax from which exemption has already been given on the basis that the investor was entitled to the exemption.
	(2) They may provide that an investor or the plan manager (depending on the terms of the regulations) is to account to the Board-
	(a) for income tax from which the exemption has been given in circumstances where the investor was not entitled to it, or
	(b) for an amount determined in accordance with the regulations to be the amount to be taken as representing that tax.
	(3) They may modify the effect of or adapt any enactment relating to income tax for the purposes of securing that investors or plan managers account for the tax and other amounts mentioned in subsections (1) and (2).
	(4) They may also modify the provisions of or adapt Chapter 9 of Part 4 of this Act (gains from contracts for life insurance etc.) or Chapter 2 of Part 13 of ICTA (life policies, life annuities and capital redemption policies) for cases where an investor-
	(a) ceases to be entitled to the exemption given by regulations made under section 694(1) and is treated as not having been entitled to it, or
	(b) has been given the exemption on the basis of an entitlement to it when there was no such entitlement.
	(5) They may provide for plan managers (as well as investors) to be liable to account for amounts becoming due from investors as a result of regulations made under subsection (4).
	(6) They may provide that, instead of having to account as mentioned in subsection (2) or (5), an investor or a plan manager is liable to a penalty of an amount specified in the regulations if-
	(a) an exemption has been given to which there was no entitlement, and
	(b) the circumstances are such as are specified in the regulations.
	(7) They may provide that liabilities are imposed in cases which-
	(a) are not cases in which liabilities may be imposed under subsections (1) to (6) where relief has been given to which there was no entitlement, but
	(b) are cases where-
	(i) a contravention or failure to comply with investment plan regulations that is specified in the regulations, or
	(ii) the existence of such other circumstances as are so specified,
	would have the effect of excluding or limiting an entitlement to exemption, apart from the regulations under this subsection.
	(8) Regulations under subsection (7)-
	(a) may only provide for the imposition of liabilities equivalent to those which may be imposed under subsections (1) to (6), and
	(b) must provide for those liabilities to replace the liabilities to tax which would otherwise arise.
700	Information
	(1) Investment plan regulations may impose a duty on any current or former investor or plan manager-
	(a) to comply within the period specified by the regulations with any documents notice served by the Board of Inland Revenue, or
	(b) to comply within the period specified by the regulations with any information request made by the Board.
	(2) In this section "documents notice" means a notice requiring a person to make available for the Board's inspection documents relating to a plan or investments held or formerly held under it.
	(3) The regulations must specify the kind of documents to which a documents notice may relate.
	(4) A documents notice must specify the period for compliance with it.
	(5) In this section "information request" means a request to give the Board information about a plan or investments held or formerly held under it.
	(6) The regulations must specify-
	(a) the kind of information to which an information request may relate, and
	(b) the period from the making of the request for compliance with it.
701	General and supplementary powers
	(1) Investment plan regulations may make provision generally for the purpose of-
	(a) the establishment and administration of plans, and
	(b) the administration of income tax in relation to them.
	(2) They may adapt or modify the effect of any enactment relating to income tax for the purpose of securing that investors are entitled to exemption from income tax in respect of investments.
	(3) They may specify how exemption from tax is to be claimed by, and granted to, investors or plan managers on behalf of investors.



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Prepared 29 March 2005


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