Serious Organised Crime and Police 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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Serious Organised Crime and Police Act 2005

2005 Chapter 15 - continued

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SCHEDULE 6

Section 109

MINOR AND CONSEQUENTIAL AMENDMENTS RELATING TO CHAPTER 6 OF PART 2

Prescription and Limitation (Scotland) Act 1973 (c. 52)

In section 19B(3) of the Prescription and Limitation (Scotland) Act 1973 (actions for recovery of property obtained through unlawful conduct etc.)-

(a) after paragraph (a) insert-

"(aa) an application is made for a prohibitory property order, or", and

(b) for "earlier" substitute "earliest".

Limitation Act 1980 (c. 58)

In section 27A(3) of the Limitation Act 1980 (time limits for bringing proceedings for recovery order: when proceedings are brought)-

(a) after paragraph (a) insert-

"(aa) an application is made for a property freezing order, or", and

(b) for "earlier" substitute "earliest".

Limitation (Northern Ireland) Order 1989 (S.I. 1989/1339 (N.I. 11))

In Article 72A(3) of the Limitation (Northern Ireland) Order 1989 (time limits for bringing proceedings for recovery order: when proceedings are brought)-

(a) after paragraph (a) insert-

"(aa) an application is made for a property freezing order, or", and

(b) for "earlier" substitute "earliest".

Proceeds of Crime Act 2002 (c. 29)

The Proceeds of Crime Act 2002 (c. 29) is amended as follows.

In section 82(f) (confiscation: England and Wales: property is free property if order under section 246 etc. applies to it)-

(a) after "section" insert "245A," and

(b) after "246," insert "255A, 256,".

In section 148(f) (confiscation: Scotland: property is free property if order under section 246 etc. applies to it)-

(a) after "section" insert "245A," and

(b) after "246," insert "255A, 256,".

In section 230(f) (confiscation: Northern Ireland: property is free property if order under section 246 etc. applies to it)-

(a) after "section" insert "245A," and

(b) after "246," insert "255A, 256,".

In section 241(2)(a) (conduct occurring outside the United Kingdom that is unlawful conduct for the purposes of Part 5)-

(a) after "in a country" insert "or territory", and

(b) for "of that country" substitute "applying in that country or territory".

In section 243 (proceedings for recovery orders in England and Wales or Northern Ireland), after subsection (4) insert-

"(5) Nothing in sections 245A to 255 limits any power of the court apart from those sections to grant interim relief in connection with proceedings (including prospective proceedings) under this Chapter."

Before section 248 (and its heading) insert the following heading-

"Property freezing orders and interim receiving orders: registration"

(1) Section 248 (registration: England and Wales) is amended as follows.

(2) In subsection (1)(a), for "interim receiving orders" substitute "property freezing orders, and in relation to interim receiving orders,".

(3) In subsection (1)(b), for "interim receiving orders" substitute "property freezing orders, and in relation to applications for interim receiving orders,".

(4) In subsection (3), before "an interim receiving order" insert "a property freezing order or".

(1) Section 249 (registration: Northern Ireland) is amended as follows.

(2) In subsection (1), after "applying for" insert "a property freezing order or".

(3) In subsection (1)(b), for "an interim receiving order" substitute "a property freezing order, or an interim receiving order,".

(4) After subsection (1) insert-

"(1A) Upon being served with a copy of a property freezing order, the Registrar must, in respect of any registered land to which a property freezing order or an application for a property freezing order relates, make an entry inhibiting any dealing with the land without the consent of the High Court."

(5) In subsection (3), after "entry made under subsection" insert "(1A) or".

(6) In subsection (4)-

(a) after "Where" insert "a property freezing order or", and

(b) after "setting aside the" insert "property freezing order or".

Before section 250 (and its heading) insert the following heading-

"Interim receiving orders: further provisions"

(1) Section 252 (interim receiving orders: prohibition on dealings) is amended as follows.

(2) For subsection (4) (restriction on exclusions for legal expenses) substitute-

	"(4) Where the court exercises the power to make an exclusion for the purpose of enabling a person to meet legal expenses that he has incurred, or may incur, in respect of proceedings under this Part, it must ensure that the exclusion-
	(a) is limited to reasonable legal expenses that the person has reasonably incurred or that he reasonably incurs,
	(b) specifies the total amount that may be released for legal expenses in pursuance of the exclusion, and
	(c) is made subject to the required conditions (see section 286A) in addition to any conditions imposed under subsection (3).
	(4A) The court, in deciding whether to make an exclusion for the purpose of enabling a person to meet legal expenses of his in respect of proceedings under this Part-
	(a) must have regard (in particular) to the desirability of the person being represented in any proceedings under this Part in which he is a participant, and
	(b) must, where the person is the respondent, disregard the possibility that legal representation of the person in any such proceedings might, were an exclusion not made, be funded by the Legal Services Commission or the Northern Ireland Legal Services Commission."

(3) In subsection (6) (power to make exclusions not to be exercised so as to prejudice enforcement authority's rights to recover property), after "must" insert ", subject to subsection (4A),".

In section 266 (recovery orders), after subsection (8) insert-

	"(8A) A recovery order made by a court in England and Wales or Northern Ireland may provide for payment under section 280 of reasonable legal expenses that a person has reasonably incurred, or may reasonably incur, in respect of-
	(a) the proceedings under this Part in which the order is made, or
	(b) any related proceedings under this Part.
	(8B) If regulations under section 286B apply to an item of expenditure, a sum in respect of the item is not payable under section 280 in pursuance of provision under subsection (8A) unless-
	(a) the enforcement authority agrees to its payment, or
	(b) the court has assessed the amount allowed by the regulations in respect of that item and the sum is paid in respect of the assessed amount."

In section 271(4) (certain payments to trustee for civil recovery to be reduced to take account of loss caused by interim receiving order etc.)-

(a) in paragraph (a), for "an interim receiving order or" substitute "a property freezing order, an interim receiving order, a prohibitory property order or an", and

(b) in paragraph (b), for "interim receiving order or interim administration order" substitute "order mentioned in paragraph (a)".

In section 272(5) (provision in recovery orders for compensation for loss caused by interim receiving order etc.)-

(a) in paragraph (a), for "an interim receiving order or" substitute "a property freezing order, an interim receiving order, a prohibitory property order or an", and

(b) in paragraph (b), for "interim receiving order or interim administration order" substitute "order mentioned in paragraph (a)".

In section 280(2) (application of realised proceeds of recovery order)-

(a) after paragraph (a) insert-

"(aa) next, any payment of legal expenses which, after giving effect to section 266(8B), are payable under this subsection in pursuance of provision under section 266(8A) contained in the recovery order," and

(b) in paragraph (b), for "second" substitute "then".

In section 283 (compensation where interim receiving order etc. has applied)-

(a) in subsection (1), for "an interim receiving order or" substitute "a property freezing order, an interim receiving order, a prohibitory property order or an", and

(b) in subsection (5), for "interim receiving order or interim administration order" substitute "order mentioned in subsection (1)".

After section 286 insert-

"286A	Legal expenses excluded from freezing: required conditions
	(1) The Lord Chancellor may by regulations specify the required conditions for the purposes of section 245C(5) or 252(4).
	(2) A required condition may (in particular)-
	(a) restrict who may receive sums released in pursuance of the exclusion (by, for example, requiring released sums to be paid to professional legal advisers), or
	(b) be made for the purpose of controlling the amount of any sum released in pursuance of the exclusion in respect of an item of expenditure.
	(3) A required condition made for the purpose mentioned in subsection (2)(b) may (for example)-
	(a) provide for sums to be released only with the agreement of the enforcement authority;
	(b) provide for a sum to be released in respect of an item of expenditure only if the court has assessed the amount allowed by regulations under section 286B in respect of that item and the sum is released for payment of the assessed amount;
	(c) provide for a sum to be released in respect of an item of expenditure only if-
	(i) the enforcement authority agrees to its release, or
	(ii) the court has assessed the amount allowed by regulations under section 286B in respect of that item and the sum is released for payment of the assessed amount.
	(4) Before making regulations under this section, the Lord Chancellor must consult such persons as he considers appropriate.
286B	Legal expenses: regulations for purposes of section 266(8B) or 286A(3)
	(1) The Lord Chancellor may by regulations-
	(a) make provision for the purposes of section 266(8B);
	(b) make provision for the purposes of required conditions that make provision of the kind mentioned in section 286A(3)(b) or (c).
	(2) Regulations under this section may (in particular)-
	(a) limit the amount of remuneration allowable to representatives for a unit of time worked;
	(b) limit the total amount of remuneration allowable to representatives for work done in connection with proceedings or a step in proceedings;
	(c) limit the amount allowable in respect of an item of expense incurred by a representative or incurred, otherwise than in respect of the remuneration of a representative, by a party to proceedings.
	(3) Before making regulations under this section, the Lord Chancellor must consult such persons as he considers appropriate."

In section 287 (financial threshold for starting proceedings), in subsections (3) and (4) (threshold applies to applications made before proceedings started but does not apply after proceedings started or application made), for "an interim receiving order or" substitute "a property freezing order, an interim receiving order, a prohibitory property order or an".

(1) Section 316(1) (interpretation of Part 5) is amended as follows.

(2) After the definition of "premises" insert-

	""prohibitory property order" has the meaning given by section 255A(2);
	"property freezing order" has the meaning given by section 245A(2);".

(3) In paragraph (b) of the definition of "respondent", for "an interim receiving order or" substitute "a property freezing order, an interim receiving order, a prohibitory property order or an".

In section 432 (insolvency practitioners), in subsections (1)(b), (8)(a) and (9)(a), for "an interim receiving order made under section 246" substitute "a property freezing order made under section 245A, an interim receiving order made under section 246, a prohibitory property order made under section 255A".

Prepared 12 April 2005


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