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

SCHEDULE 2, TRANSITIONALS AND SAVINGS ETC. - continued

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PART 9

EXEMPT INCOME

Ulster savings certificates

138

In the case of certificates acquired before 27th July 1981, section 693(5) applies with the substitution for "the Department of Finance and Personnel" of "the Treasury".

SAYE interest

139

Any scheme which was certified as mentioned in section 326(2)(c), (3)(b) or (4)(b) of ICTA before 1st December 1994 is treated as a certified SAYE savings arrangement for the purposes of Chapter 4 of Part 6 of this Act.

140

A European authorised institution arrangement is not an institutional arrangement for the purposes of Chapter 4 of Part 6 if the arrangement was established before 2nd May 1995.

141

(1) Neither-

(a) the Treasury specification rules, nor

(b) the Treasury authorisation rules,

apply to any scheme which was certified as mentioned in section 326(3)(b), (4)(b) or (5)(b) of ICTA before 31st July 1995.

(2) In sub-paragraph (1)-

"the Treasury specification rules" means sections 705(1)(b) and (2) to (4) and 706 of this Act, and

"the Treasury authorisation rules" means sections 707 and 708 of this Act.

Venture capital trust dividends: shares acquired before the tax year 2004-05

142

In the case of dividends paid in respect of shares acquired before the tax year 2004-05, Chapter 5 of Part 6 (venture capital trust dividends) applies as if the references in section 709(4) (annual acquisition limit) to £200,000 were references to £100,000.

Purchased life annuity payments: old determinations concerning capital elements

143

(1) Any determination in relation to an annuity as to the amount of the capital element that was made under Chapter 5 of Part 14 of ICTA before 6th April 2005 and any decision on appeal that was so made against such a determination have effect on and after that date, so far as is required for the purposes of this Act, as a determination or decision as to the extent to which annuity payments made under the annuity are within section 717(1) (exemption for part of purchased life annuity payments) in accordance with section 719 (extent of exemption under that section).

(2) And a notification of such a determination or appeal or of an alteration of such a determination has effect accordingly.

Purchased life annuity payments: carry forward of excess capital elements

144

(1) This paragraph applies if, in the case of an annuity to which section 656(2) of ICTA applied immediately before 6th April 2005, the total of the amounts determined in accordance with that section to be capital elements in respect of the annuity payments that arose before that date (and accordingly not to be annual payments for income tax purposes) exceeded the total of those annuity payments.

(2) The amount of the excess is to be added to the fixed sum mentioned in section 719(4) for the first payment that arises after 5th April 2005.

Purchased life annuity payments: penalty for false statements

145

(1) Section 723(7) (liability to penalty for false statements and representations to obtain exemption under Chapter 7 of Part 6) does not apply (and section 658(5) of ICTA continues to apply) to any statement or representation made before 6th April 2005, despite the fact that it relates to the tax year 2005-06 or any subsequent tax year.

(2) Section 723(7) (liability to penalty for false statements and representations to obtain exemption under Chapter 7 of Part 6) applies (and section 658(5) of ICTA does not apply) to any statement or representation made on or after 6th April 2005, despite the fact that it relates to a tax year before the tax year 2005-06.

Certain annual payments by individuals

146

(1) Sections 727 (exemption for certain annual payments by individuals) and 730 (exemption for foreign maintenance payments) do not apply to-

(a) any payment falling due before 16th March 1988, or

(b) any payment falling due on or after that date but before 6th April 2000 to which this paragraph applies.

(2) Paragraph (b) of sub-paragraph (1) applies to a payment made in pursuance of an existing obligation (within the meaning of section 36(3) of FA 1988) unless it meets any of conditions A to E.

(3) Condition A is that the payment is treated as income of the payer under Chapter 5 of Part 5 as a result of section 624 or 629.

(4) Condition B is that the payment fell due from a husband to a wife or a wife to a husband at a time after 5th April 1990 when they were living together.

(5) Condition C is that an election is duly made under section 39 of FA 1988 in respect of the payment.

(6) Condition D is that the payment fell due on or after 6th April 1994 and is made-

(a) in pursuance of an obligation within section 36(4)(a) to (c) of FA 1988 that is an obligation under-

(i) an order made by a court,

(ii) a written or oral agreement, or

(iii) a deed executed for giving effect to an agreement, and

(b) for the benefit, maintenance or education of a person (whether or not the person to whom the payment is made) who attained the age of 21 on or before the day on which the payment fell due but after 5th April 1994.

(7) Condition E is that-

(a) the payment is made in pursuance of an obligation within section 36(4)(a) of FA 1988 (existing obligations under certain court orders),

(b) the payment is made for the benefit, maintenance or education of a person (whether or not the person to whom the payment is made) who attained the age of 21 before 6th April 1994, and

(c) section 38 of FA 1988 (treatment of certain maintenance payments under existing obligations) does not apply to the payment.

Annual payments for non-taxable consideration

147

Section 729 (exemption for payments for non-taxable consideration) applies in the case of an annuity granted before 30th March 1977-

(a) with the substitution in subsection (1) of "condition B, C or D" for "condition B or C", and

(b) with the substitution of the following subsections for subsection (5)-

	"(5) Condition D is that the payment is a payment under an annuity charged on an interest in settled property and granted by an individual to a company-
	(a) whose business then consisted wholly or mainly in the acquisition of interests in settled property, or
	(b) which was then carrying on life assurance business in the United Kingdom.
	(6) In the application of subsections (4) and (5) to Scotland, the references in those subsections to settled property are to be read as references to property held in trust."

Periodical payments of personal injury damages etc.

148

(1) Subject to sub-paragraphs (4) and (5), sections 731, 733 and 734 apply with the modifications in sub-paragraphs (2) and (3).

(2) In section 731 (periodical payments of personal injury damages)-

(a) for subsection (2) substitute-

	"(2) This subsection applies to periodical payments made in pursuance of-
	(a) a court order making a final or interim award of damages in respect of personal injury,
	(b) an agreement settling a claim or action for such damages, or
	(c) an agreement for a payment on account of the damages that may be awarded in such an action.",

(b) in subsection (3)(b) for the words from "agreement" to the end of the paragraph substitute "or agreement as is mentioned in subsection (2) or a subsequent agreement", and

(3) In sections 733(a) and 734(1)(a)(i) for "agreement, undertaking" substitute "or agreement".

(4) The modifications in sub-paragraphs (2) and (3) do not apply if an order has been made under section 110(1) of the Courts Act 2003 (c. 39) (commencement) making provision for section 100(2) and (3) of that Act to come into force on a day earlier than 6th April 2005.

(5) The power in section 110(1) of that Act includes power to make provision in accordance with which the modifications in sub-paragraphs (2) and (3) do not apply on or after a day appointed by the order that is later than 5th April 2005.

Prepared 29 March 2005


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