This private company formation with Barclays or HSBC business bank account (optional) is for UK-residents only, who have an address in the UK, and want the simplest offer with documents produced electronically.
The following documents will be sending via e-mail upon the formation of a company:
The certificate of incorporation;
The memorandum & articles of association;
The fast-track corporate bank account with HSBC or Barclays (which is optional).
£39.99
No annual charges
This is the basic LTD company registration with guaranteed bank account (optional) for the UK customers, who have their own registered address in the United Kingdom, with additional documents produced electronically, plus the laminated certificate will be send by post.
This private LTD company formation offer includes all services mentioned in the first option, plus:
The meeting of the board of directors;
Share certificates;
The company' register;
The laminated certificate of incorporation (free delivery by post).
£82.49
No annual charges
This is one of our very favourite limited company formation with guaranteed bank account (optional) for the UK located customers.
The third option includes all incorporation benefits & items mentioned in the second option, plus free delivery of:
One set of the memorandum and articles of association with a company's registers printed & top-notch bound;
The first meeting of the board of directors, elegant printed shares' certificates & the rubber stamp;
The certificate of the beneficial owner. Additional corporate and support services are available.
£89.49
Annual fees from £75.00
This is the MOST POPULAR company formation packages for such UK customers & expatriates who are looking to register a company with registered office address in London.
This company registration offer includes all company formations benefits & items mentioned into the SECOND OPTION, plus the provision of:
The registered office address in London;
The government mail forwarding;
The secretarial compliance service & the certificate of the registered office address; and much more.
£119.49
Annual fees from £105.00
This UK company registration with registered business address in London (& the secretarial compliance service for one year) offer was specially created for non-UK residents.
The following items are included into this offer:
The certificate of incorporation, the memorandum & articles;
The company's registers, shares' certificates & meeting of the board of directors;
The registered office address;
The government mail forwarding & the secretarial compliance service.
£469.49
Annual fees from £455.00
This is one of the very favourite packages for non-UK customers: limited company registration with a nominee director & business registered address in London.
This UK LTD company registration offer for non-British clients includes all services mentioned in the first option, plus the following:
The provision of a nominee director;
The signed power of attorney;
The signed, undated resignation letter from a nominee director;
The agreement for the provision of the nominee directorship service.
£619.49
Annual fees from £605.00
This is one of the most popular offer for non-UK based customers: private company registration with nominee shareholder, as an additional option to the nominee director, & registered office address in London.
This the UK company formation offer includes all services mentioned in the second option, plus the following:
The provision of a nominee shareholder service for one year;
The declaration of trust signed by a nominee shareholder;
The certificate of the confirmation of a beneficial owner.
£779.49
Annual fees from £605.00
This is the MOST OPTIMAL package for non-UK citizens: new company registration with all documents verified by solicitor, or notary public & certified by the Apostille stamp or Apostille seal affixed.
This company registration offer includes all services mentioned in the third LTD formation option, plus:
The certification of all corporate documents including a power of attorney by practicing solicitor or notary public & the final verification of all company' documents by an Apostille seal.
Free corporate & the attorney-in-law' rubber stamps.
Further Information
Registration procedure for incorporation company in England, Scotland and Wales, procedure for English companies formation, how to register a private corporation United Kingdom, setting company London procedure, types of companies formation procedures, establish branch of a foreign company start-up process. Offshore company registration services, formation of Gibraltar companies, BVI company set-up, nominee directors, nominee secretary and nominee shareholder service. The companies and allied matters act and incorporation procedures. Company incorporation should be quick and painless - whether you are an accountant for whom company formation is a frequent activity or an individual ordering your first UK company registration. We were the first formation agent in the world to offer a complete online company incorporation service and we continue to refine our ordering system, which has been widely praised for ease of use. If you want to become familiar with the description and the contents of company formation packages, offered by Coddan CPM LTD and to find above, what kind of service is included in this or that formation package, to get an idea about the price of annual renewal of the service, and about the general legal requirements to the company incorporation within United Kingdom, please, select the package you need from the list, situated below the banner. The information in the banner will be renewed according to the package you've chosen. All of our Memorandum and Articles of Associations and Partnership Agreements were reviewed and approved by a volunteer U.K. lawyer. Our products start from just £42.00 for our E-Quick service. This package offers fast electronic company registration documents and like all of our UK formation products is usually completed with in three hours. Our Economy company formation service not only have a Certificate of Incorporation on the required legal paper, but also has the provision of having your company registered office at our prestigious City of Liverpool, Manchester or London address. As all literature and documents must display the company registered office, having your registered office at our address can enhance your company's profile in the eyes of both customers and suppliers. Coddan offer a wide range of offshore company formation options. An increasing number of people choose the offshore formation option as their favored trading vehicle. Companies, large and small, are frequently based offshore.
We provide a broad range of corporate services including Corporation and LLC formation services in all 50 states, Trademark Registration Services, Registered Agent Services, Corporate Kits and Seal Embossers, plus many other affordable services that will assist in your company's development. Moving forward, we help businesses of all sizes harness the convenience and affordability of online incorporation and we continue to execute on our vision to be the most reliable and cost-effective incorporation service online. We understand the challenges involved with starting a new business. That is why we promise to provide the most reliable and lowest cost incorporation service online. We also understand that you may have questions about incorporation. Our specialists are here to assist you with any questions that you may have before you decide to incorporate. Let us show you why Coddan is the best choice for your new business.
Whether you're starting your own small business or opening a branch office for a major corporation we'll make the process fast and simple for you. Your Office USA offers an array of workplace solutions to support your office needs - from full service offices to telephone answering services, conference rooms, and full receptionist & administrative support services. It is the mission of YOUR OFFICE USA to allow clients to focus on developing and growing their business by providing the latest communication tools, flexible office space, meeting facilities and administrative support in a pleasant, productive, professional environment. Virtual Office Services - for those in need of a business presence without the expense of traditional office space. Let us provide you with a professional image while you work from home, from another state or even another country. We can answer your phone and forward your calls, receive your mail and provide conference rooms for those times when you need to meet with a client. The newest type of structure which is now available in all 50 states including the District of Columbia. The LLC combines the pass through taxation advantages of a partnership or S corp. and the limited liability aspect of a corporation. The main differences between the LLC and the corporation is that LLC cannot have or issue stock and in some states the LLC can only exist for a maximum of 30 years. A Delaware corporation or LLC can be filed the same day the order is placed with receipt of your paperwork in approximately 7-10 business days. Starting new companies benefits, how to form a new business entity, benefits establishing UK enterprise, private companies advantages.
Running a business involves risk - the risk that the business may either succeed brilliantly or fail miserably. Or neither. The upside is high - financial and (perhaps) time freedom; independence; unlimited earning capacity. The downside is equally steep, just in the wrong direction - potential financial ruin if you've staked everything you own on your business's ultimate success and thrown your career down the proverbial to boot. If you're running your business as a sole proprietorship or a general partnership, make no mistake - everything you own is on the line. A limited partnership will protect the limited partners from personal liability beyond the extent of their capital contribution to the partnership, but limited partners cannot participate in the management and control of the business so that's not a good option for most of you reading this article. Needing to control and manage your own business is most likely non-negotiable. When you form a corporation (or an LLC), you're forming a separate legal entity. This separate legal entity has the power to enter into contracts, own and dispose of assets, hire and fire employees and generally do anything that a sole proprietor could do. The difference between the corporation and the sole proprietorship, however, is that only the corporation's assets are at risk, not the owner shareholder's (beyond the shareholder's contribution to share capital, that is). Let's take an example. You run a part-time Internet business. You're still working a day job and this is really just a way to make a little money on the side to save for your annual Hawaiian vacation and even more expensive spa stay for your dog while you're away. To you, this is only a pocket-money venture and so you don't really think of it as a business at all, really. So you don't give a second's thought to the fact that you're running a business as a sole proprietor. You register a domain name that, unbeknown to you, violates a trademark. You create a website for that domain and, lo and behold, overnight (of course, because this is the Internet) your business becomes successful beyond your wildest dreams due, in no small part, to site visitors mistakenly believing they are doing business. Should your small business become a corporation? This is a question you need to ask during the start-up and evolution of your company. Learn what you need to know about incorporating your small business.
Start Your Own Corporation, Limited Liability Corporation and winning Partnerships. Related Articles: Should Your Small Business Become an S Corporation? Should You Incorporate Your Small Business? Disadvantages of Incorporating A Small Business. How to Incorporate Your Business? Benefits of incorporation include greater tax deductions for the business, your employees, and potentially for family members of business owners. Even if you are the only shareholder and employee of your business, benefits such as health insurance, life insurance, travel and entertainment expenses may be deductible. Incorporating may also eliminate self-employment taxes and lower payments for social security tax and Medicare tax. Your individual tax liability may also be reduced, as you will become an employee of the corporation.
Online automated UK company formation, incorporation and business registration system: English limited company registration specialists. Before registering a company it is important to decide whether it is necessary to avail oneself of corporate status or whether to seek registration under the UK Companies Act, which is a much cheaper and simpler form of registration appropriate to small business enterprises. Coddan has a team of experienced professionals to advice on the structure of organisation most appropriate to clients' needs. Our services include preparing and filing required documents and the administration of the registration process. We offer services for the registration of domestic and foreign companies, special licenses and permits. Coddan CPM LTD is a specialist companies' registration and business formation agent setting up ready-made companies and off-the-shelf LLPs or own name limited companies at Companies House. By concentrating on business law, we feel that we can offer a more directed, and more efficient service to the professional client than could a general-purpose law firm. For this reason, we tend to avoid involvement in residential and other client work and routine litigation. Thus, by avoiding the dilution of our resources over numerous disciplines, our intentionally narrower remit has allowed us to develop real expertise in our chosen field. Coddan as a company registration agent firm is designed to provide information and guidance in starting and developing business within the United Kingdom. Allow us to help you register your company and get it running, to select the best business for incorporation, or to register your company with the UK Companies House. Same day companies registrations for £24.99. New business registrations usually completed in 4-6 hours using Companies House online company registration services. Our methods rely heavily on information-searches made by electronic means, either from local disks and servers, or from specialised, restricted-access websites. Apart from reducing the clutter, this approach has been shown to yield substantially faster and more accurate results, not only providing a superior service to traditional law-book based approaches, but also significant savings which we try to pass on to our clients. A new company comes into existence when the Registrar of Companies issues a certificate of incorporation. We supply expert advice in navigating English legal and business systems helping you set up in England, Scotland, Northern Ireland and/or the Republic of Ireland. If you have an idea for a business, we can also assist you in start-up your new business directly in the UK from the ground up. In the UK, you must register your business, which we can do for you. Let us know how we can help.
Coddan offers fixed fee for the complete UK private limited company formation with annual account & return preparation & filing it with Companies House and HMRC.
The description of our package in brief:
A company registration with Companies House & HMRC;
The provision of a registered address & opening a bank account;
The preparation & filing of annual account.
Our business start-up package is ideal for customers, who need a monthly bookkeeping, and the preparation of the final year-end account & its submission with Companies House & HMRC.
Our business and accounting start-up services include:
The registration of a company;
The registered office address;
Display of a company name;
A nominee secretary;
A business bank account;
The provision of a tax agent with the HMRC;
A monthly bookkeeping service;
The PAYE scheme registration;
The preparation & filing annual return & annual account.
ALL-INCLUSIVE
This package is ideal for such customers, who needs to appoint Coddan to deal with the bookkeeping & VAT requirements during the financial year.
The registration of a company & and the provision of registered office address in London.
The provision of a nominee secretary & opening a bank account.
The VAT registration & the provision of the tax agent service.
The keeping of the VAT & bookkeeping records with its submission & timely registration with CH and HMRC.
UK Business Formation Procedure: Business Structures Creating a new company or altering the structure of an existing formation is something that requires a great deal of thought. If you have a partnership, you may wish to analyse the potential difficulties and implications of the liabilities involved when changing. Limited companies may need to consider the shareholders' rights if they are endeavouring to make any changes to the company structure. It is also common that company directors will at some point wish to offer valuable employees more responsibility and power whilst protecting their company if those employees decide to leave.
You will need to address many legal issues when considering finances, customers, generating income, and taking on employees when starting up a company. You will have to take into consideration the implications of the company name, and think about the best type of company structure for your business.
Coddan CPM can offer its clients the guidance and knowledge that we have accumulated through years of experience within the company formation industry. Our team of professional business advisors handle all aspects of company formation on a daily basis and can assist you with all your business needs.
When you register a company with Coddan, we help you every step of the way and can guide you through the incorporation process and beyond. We can advise you about the most tax efficient company vehicle for you as well as handling all your accounting needs.
We cover employment contracts, company law, payroll, tax services, intellectual property, trademark registration, shareholder agreements, and numerous other aspects of business. We also provide nominee services and sell readymade companies, in addition to providing power of attorneys and all legal paperwork.
Starting up a Business: Registering Your Own Business Coddan CPM's primary function is to help new and existing businesses grow by offering them a comprehensive list of services and supporting their business needs. Our advisors can discuss legal structures and help you choose the most effective and efficient form of company to suit your business needs. We can also advise you as to the particular responsibilities that accompany these business vehicles and ensure that you stay within the realm of the law.
There are statutory obligations that company directors will need to adhere to. Coddan's team of qualified advisors can talk you through all of the mandatory filing that you will need to complete, and when you register a company with us, we send out reminders of when everything is due with Companies House. We also provide you with the option to allow Coddan's secretary services to conduct the filing on your company's behalf.
Over the years, we have incorporated thousands of companies that have gone on to be extremely successful and turnover millions of pounds in profit. In addition to offering advice on starting up a company, we also help you to avoid fines from Companies House by alerting you as to when you need to file statutory accounts.
When you register a company with Coddan CPM, we like to build up a healthy working relationship and allow you the security of knowing that you can rely on us for any advice or additional services. We will inform you of your legal obligations and assist you in any other area of business. Enlightening our clients on ways in which they can become more commercially aware is also one of our top priorities.
By booking a consultation with one of our qualified business advisors, we can talk you through all the legal technicalities of starting up a business. In the event that you may wish to go into business with more than one person, we suggest that you opt for a joint venture or an LLP as this may have significant tax advantages.
We have many qualified consultants that can assist you in all areas of company formation and business in general. Whatever your dilemma, or if you need specific advice on a certain area, Coddan's team of advisors can give you all the information you need.
If you wish to start up a new enterprise, or are interested in a hybrid structure such as a PLC with bearer shares for example, Coddan can help. With many years of experience in incorporating companies within the UK and offshore, you have the security of knowing that your business requests are handled by professionals.
Perhaps you require advice on restructuring an already-existing company formation, and have complex queries regarding the transition of shares between company members or to outside bodies. If you need help increasing or transferring shares, or simply wish to know how you can legally reduce your tax liability, then you can visit our office and have a personal consultation that will give you the confidence to make the necessary changes toward improving your company's performance.
Useful Tips:
There is no requirement for the officers of your company to be the UK citizens or residents, or for them to hold the valid work permits. Owning, or being an officer of the UK company does not, however, grant you any right to live or work in the UK if you are a foreign national. A limited company must have at least one director, one shareholder, and may have a secretary. Call us to discuss your needs and see how we can help.
Whether you want to register as a sole trader, a standard LTD company, a partnership of any kind or a company in an offshore location, Coddan CPM can facilitate your every need.
Incorporation of Joint Venture Companies Joint venture structures have become increasingly more attractive due the vast spectrum of business activity that companies can conduct through this particular type of vehicle. If you need to open a joint venture company that spans across jurisdictions in an effort to minimise the tax that you pay whilst importing and exporting goods, then we can instruct you on the tax havens and provide legal tactics to enable you to do this. We can advise you on the benefits and disadvantages of registering a joint venture enterprise, including drafting up a business plan based solely upon your business activities. We will also reveal strategies that you can employ to enhance the profitability of your company.
Joint venture structures are usually quite complicated affairs and take time and consideration, as well as a great deal of planning beforehand. We can help you to reach commercial objectives and enhance the growth of your business.
Doing Business in the UK: Employee Share Schemes Coddan CPM can assist you with employee share schemes by offering beneficial, practical advice. Through our tutelage, you can utilise and retain the strengths of key personnel to maximise the potential of your business. Through careful analysis, Coddan can restructure your business, while also drafting any company documents that you require.
Practising an intricate employee share scheme will enable you to improve the communication between company and employees, which maximises the productivity of your overall business. We provide services for Company Share Option Plans, Enterprise Management Incentive Scheme options, Share Incentive Plans, Share-saving Schemes, Qualifying Employee Share Ownership Trusts, Unapproved Share Option Schemes, Phantom Share Option Schemes, Long Term Incentive Plans, and Employee Benefit Trusts.
If you need any advice on company law or details of new changes in the law, we can offer you insight in the ways to remain within the legal realm of business.
Registration of Partnerships and Limited Liability Partnerships Partnerships and LLPs are an effective and tax efficient company structure type that is extremely easy to incorporate. The minimum legal requirements for an LLP are that you have two members – these can be physical people, corporate entities, or a mixture of both. You will need to have a registered office address within the UK, as Companies House will send you letters and reminders for annual filings and annual returns.
We can provide you with a full nominee set in order to enable you to qualify for the minimum legal requirements of an LLP. When you register with Coddan, we provide extensive partnership agreements that you can use a template guide to instruct how certain issues are resolved between members, and how to solve certain disputes. If you are unsure of whether to opt for an LLP or a LTD company, you can discuss the details of your business and we can help you make an educated decision. If you already have an LLP, we can aid you in transferring assets over to a new LLP.
An LLP is a body corporate - a legal personality that is completely separate from its members, although for tax-efficiency reasons it is a partnership. Unlike a regular partnership, an LLP reduces the personal liability of the members within it. The members will not be liable for company debts, but the company itself is. The members' liability is limited to the capital that they contribute. LLP members have the added security of knowing that they will not be accountable for another member's negligence.
In addition to simply incorporating LLPs, we also draft partnership agreements and can amend existing agreements to include new provisions. We can also edit agreements once a member leaves, as well as drafting power of attorney documents in the event that you have nominee members operating within the LLP.
We can incorporate your LLP as a new entity or as part of a joint venture. It is important to remember that while LLPs do not adhere to partnership law, they are a body corporate that must pay tax as a partnership. The members of an LLP enter into a partnership agreement that governs the daily management and the regulations of the LLP. Partnership agreements eradicate arguments and disputes concerning company politics as each member are to sign the agreement, thus binding it.
LLP Advantages:
There is no personal liability on a member for the LLP's debts and contracts, no joint and several liabilities for the negligence of any member. As a separate legal entity, LLP's may own property, sue, and be sued in LLP's name; members' liability to contribute in a winding-up is limited to the amount they agree to contribute in the event of a winding-up as recorded in the LLP agreement. LLPs are not a separate entity for income tax purposes, profits and losses are passed through directly to the partners.
For this reason, it is important to ensure that you cover all vital points regarding the LLP, such as how to resolve certain issues when they arise.
Register as a Sole Trader Coddan CPM can register you as a sole trader and provide numerous other sole trader services that you may find beneficial to you. If you are unsure of whether to register a company or as a sole trader, you can describe the particulars of your trade or service and we can help you to decide which vehicle will be more beneficial to you. In addition, we can protect your intellectual property and offer you advice regarding the Data Protection Act. If you are unsure about any area of company law or your legal obligations as a sole trader, then you can speak with an advisor at Coddan CPM to clarify what documentation you will need to file with HMRC and Companies House.
You will need a good sense of contractual law if you are to be entering into contracts with outside parties. A contract need not be especially complicated, but they should accurately record the details of the transaction or service in which you intend to provide.
Self-Employed Disadvantages:
The weak structure, the sole-trader is liable for all debts of the business. You are personally responsible for keeping your financial records in order and filling in a tax assessment. May be at a disadvantage in raising funds and are often limited to using funds from personal savings or consumer loans, fewer tax reliefs and benefits are available. There are certain businesses that will not use sole-traders, particularly if you are a contractor.
When registering as a sole trader with Coddan CPM, we can assure you that we have the expertise and years of professional experience. We will alert you of all the regulatory provisions and ensure that you are fully aware of your mandatory duties.
Companies Formation Agent: Other Services We Provide We can form any type of company for our UK and non-UK resident clients and provide them with a full set of company documents, including memorandums and partnership agreements. We have various offices in the UK that our clients can use as their registered office address, and with this service, you can pay additional money to have all your company mail forwarded to you. We can also display your company name outside of the registered office address in order to conform to the Companies Act requirements.
Coddan CPM can act as the secretary on behalf of your company and file all statutory paperwork, file any changes in name, address or company members, complete paper work for Annual General Meetings and submit annual returns on your behalf. Coddan also offers a service whereby we complete any additional paperwork, such as minutes of meetings, shareholder agreements, shareholder resolutions, and meetings for board of directors.
We offer numerous incorporation packages that encompass a range of services including everything mentioned above and more. If you have any special requirements for the formation of your company or perhaps you wish for us to put together a special tailor package to suit your needs, then Coddan can offer you competitive prices for these professional services.
In most instances, companies incorporate on the same day providing that clients submit their orders before 13.00 PM. However, should you need a guarantee for this we can incorporate your company – as a certainty – for an additional charge.
Incorporating your company could not be easier. Simply fill in the online order form, whereby you will need to provide us with details of your proposed company name and the details of your company members. If you are taking a company limited by shares, you will need to provide details of the shareholder capital information.
Useful Tips:
We would like to inform you that the renewals of the annual services are due for your company. If you order a registered office address, or any of our nominee services, please be aware that these services are provided and charged annually. If you do wish to continue receiving these services you will be invoiced, and this invoice must be paid in full before the anniversary of your company formation. Call us to discuss your needs and see how we can help.
We will do a name check to ensure that your name is available and that you can lawfully register your company using it. After you pay and then submit the online order form, we send your company off for registration. Depending on circumstance, the company will usually register within three hours. You will receive your company documents via email, and hardcopy if you prefer.
Trademarks Registration In addition to the incorporation services that we provide, we also cover trademark registration and the protection of intellectual property rights. We can assist you with obtaining manufacturing license agreements, and any patents that you may require.
We can provide you with all the advice you may need for manufacturing license agreements if you own patents or design rights, including detailed information regarding sub-licensing agreements. Coddan CPM has numerous years experience in registering trademarks and drafting contracts to go in accordance with any corresponding business. Our knowledge base also extends to copyright, community trademarks, licensing of intellectual property rights, patents, UK and European design rights, and registration of domain names.
Company Formation Services: Assistance to Start a Business Coddan CPM is comprised of a number of professional business advisors that assist individuals and companies with their corporate needs on a daily basis. When starting up a new company, you may need to call upon many professional services for different aspects of your businesses requirements, such as legal advice, tax advice, accounting, and employment issues. It is important to speak to the right people and receive effective, accurate advice; otherwise, the consequences may be disastrous for your company before it has even had time to bloom.
Establishing a Business: Coddan CPM Provides Professional Services At Coddan CPM, our primary focus is helping new and established businesses to flourish by offering a plethora of services as well as business advice to UK and non-UK residents. With numerous years of valuable experience, our team of professional advisors can assist you with your business needs, from intricate tax planning, to simply choosing the most efficient corporate vehicle for you.
We incorporate and provide numerous nominee services for private limited companies, LLPs, guarantee companies, public limited companies, as well as offshore and readymade companies. Clients' are able to seek free help through our online forum, by calling our office and speaking to an advisor, or simply by booking a free consultation. Whatever you and your business require, Coddan CPM has the answer. We can solve all of your business dilemmas or alleviate any burdens that serve to halt the progression of your company, including: -
Offering business strategies and assisting with formation structures
A comprehensive list of payroll and accountancy services
We can prepare any necessary paperwork or additional documents on your behalf. This includes annual returns, annual filings, and power of attorney documents
Our bookkeeping services enable you to keep your accounts updated and analyse your financial services
We can help you prepare any official government documents for the HMRC or Companies House, and organise a payroll scheme for you and your employees.
Our team of accountants can prepare your accounts and offer numerous accounting services that are beneficial to your company. We also offer tax solutions including tax planning and schemes to help you minimise your overall tax liability.
By visiting our central London office, you can speak directly to an advisor and discuss any problems, concerns or strategies you wish to employ. All basic business advice is free, although we charge a consultation fee for more detailed discussions.
You can also come into our office and speak with an accountant if there are any financial elements you would like to cover. From there, our accountants can outline the process of any financial strategies that would be most beneficial to you and your company.
UK Company Structures In the UK, there are various types of company structure.
Incorporate a Private Company Limited by Shares This is the most common business vehicle among UK residents and non-UK residents. Share capital limits each shareholder/member, who is bound to the company by the amount of shares they own. A private company limited by shares is unable to sell shares to the public.
Set-Up a Private Company Limited by Guarantee This type of entity does not have shares, but instead, is limited by the amount they are willing to contribute to the company's assets in the event that the company is wound-up. This entity serves as a non-profit organisation.
Create a Private Unlimited Company This entity does not necessarily need to have share capital, and the members' liability is unlimited. Due to the intricacies of the structure, this type of company does not have to disclose as much personal information.
Establish a Public Limited Company The amount unpaid on shares that a member holds within this type of structure limits the liability of each member. Public limited companies can have shares in the stock market and sell shares to the public.
Incorporating a Company Online Providing that you can fulfil the minimum legal requirements, a person (or persons) can incorporate a company for conducting legal business. Other companies can be a part of your business by acting as corporate shareholders. The memorandum and articles of association binds your company and its members, and regulates how to resolve specific issues.
Certain formation agents offer a service whereby you can purchase a readymade company, which means that you can begin conducting business with an existing history; age adds prestige to your company and is useful when entering into contracts, as other individuals and companies may be sceptical about doing business with a brand new entity.
What are the Advantages of Registering a Limited Company Most businesses in the United Kingdom are either owned by a sole trader, by individuals trading together as a partnership or by a private company. Choosing the right form of ownership is an important decision. Particularly, limited companies pay a tax called corporation tax, which is calculated differently from income and capital gains tax. Whether this means you will pay more or less tax depends on a variety of factors. If in doubt about the tax consequences of forming a limited company, you must take advice from a qualified accountant.
A company enjoys legal continuity - it can own property, sue and be sued. Effective ownership or part ownership of the business may be readily transferred, subject to the provisions of the Articles of Association. The main reason for company registration is to take advantage of the limited liability status it provides. This means that the company is a legal entity in its own right, and only the assets of the company are available to creditors and not the assets of individuals running the company. You would only be liable for the money you have paid, or agreed to pay for shares in the company.
It also means that another limited company cannot be formed with the same name, or one that is deemed too similar. You may also find that a limited company creation makes it easier to attract business, as a lot of companies seem to be more willing to deal with a contractor that is a limited company. Obtaining finance for your business may also be helped by this. It would also maintain continuity of a business in the event of selling the business, the death of, or changes to directors.
Unlike a sole trader (someone running a one man business) or a partnership the company will have a separate legal existence. This means it will be the company itself, which owns property and contracts will be signed on behalf of the company. The directors, management and employees of the company can only act as agents. The company will continue to trade regardless of whether the directors or management change. Therefore unlike partnerships, the company is not dissolved on the resignation, bankruptcy or death of a director. The company can only be "killed off" by either winding up, liquidation, or order of the Registrar of Companies or by the Courts.
Another attractive feature is that there is limited liability. This means that the shareholders liability is limited to the value of the shares held by them should things go wrong. The personal assets of the directors cannot be seized to pay off debts. Only property owned by the company can be touched (except in the case of fraud when the directors may be found personally liable for losses if they knowingly incurred debts they knew or should have known the company could not or was unlikely to repay). Registration of a limited company will protect the company name chosen because the name has to first be approved by Companies House who maintains a register of company names against which they can check and ensure that the name chosen is not already used.
Incorporating a Company: The Memorandum of Association This is a document containing various statements that the members will need to agree on and sign, thus binding their responsibilities within the company (in accordance with the Companies Act 2006). This official document includes the subscribers' names and can be a point of reference regarding any business disputes. Once you register a company, you will not be able to alter the memorandum; it becomes a historical document.
Registering a Limited Company: The Articles of Association This document illustrates the rules and regulations of the company. A company can draft their own articles or it can use a template from the Secretary of State as a generic set. It is possible to adopt model articles from the Secretary of State in any form of company structure.
It is important when registering a company that you indicate whether the company is adopting a full set of model articles, or whether they propose to submit a model set of articles with amendments. If you do not specify which type of articles you wish to apply when submitting your application, Companies House will automatically register your company with a set of model articles of association.
Whenever you make changes to the company articles of association, you must inform Companies House. It is a violation to make changes to the articles of association and not to inform Companies House. You will need to submit a resolution passing the changes within 15 days, along with a copy of the amended articles to Companies House.
You may decide to amend your company articles to adopt model articles, in which case, there is no need for you to send Companies House a copy of the model articles. If the model articles only form part of the articles when amended, then the amended articles do not need to illustrate the model articles, but instead, need to show how you have amended the document. It is important to remember also that you can only make certain changes with special resolutions.
Companies House will not supply a memorandum and articles, although you can get your formation agent to draft one for you. You may also wish to prepare them yourself, free of charge.
Registering a Company with Coddan CPM When you register with Coddan, you will need to fill out a short application form, illustrating the company and member details. We will need the company name, the details of the registered address within the UK, and the personal information of the applicant (whether they are a member of the company or not) and all other members. In addition, you will need to specify how many shares each member should receive. If you are unable to fulfil any of these minimum legal requirements, we have provisional services to assist you.
Starting Business in the UK: The Provision of the Legal Address: Registered Office Address Every company that registers in the UK must have a registered office address. It must be a physical location in order to receive all correspondence mail, though it needn't be the place where you conduct your business. Directors have a responsibility to ensure that the registered office address is able to receive all governmental mail and statements. Companies House will send numerous items of mail that may require action, or you might receive a piece of mail from a creditor that you will need to act upon immediately.
If someone writes to you with a request to know the details of registered office address, or an alternative location where you keep the company records, you will need to respond within five working days. In the event that you wish to change your registered office address, you can do this online through the webfiling system on the Companies House website. The new address must be within the same area of the UK as the previous one. If you register your company in England and Wales, the address must always be in England and Wales, despite if you change it. The same applies to Scotland and Northern Ireland.
Establish a Private Limited Company: Company Members The company must have at least one physical director in accordance with the Companies Act 2006. The rules regarding the amount of members are different depending on which type of entity you choose to incorporate. For example, a public limited company must have at least two physical directors and a qualified secretary, although there are no requirements for a private company to have a secretary.
The specific details about how many members you have after you meet the minimum requirements is something that you will agree on and bind in your memorandum and articles of association.
Establish and Run a Limited Company: Company Directors Ultimately it is the decision of the shareholders of the proposed company as to who will act as director and in what capacity. A corporate entity can act as a director also. The only restrictions preventing someone from acting as a company director would be if they are younger than sixteen years of age, or if they have been previously disqualified from acting as a director before (although in this instance, a court can overrule the decision and allow permission). There must be a minimum of one physical director and they cannot be un-discharged bankrupt.
Setting-Up a New Company: Naming a Company Although choosing a name for a company may seem like a simple task, there are restrictions that may hinder you from registering the name you want. If your name is too similar to an existing company name, if the name is offensive in any regard, or if your name contains sensitive words, they will not register your company name. In the case of the latter, you can use sensitive words in your company name if you can provide the necessary supporting evidence to do so. For example, if you are registering a name with the word doctor in the title, you will need evidence from the NHS in the form of a supporting statement to say that you are legally able to do so.
This is to prevent people from misrepresenting their company and providing fraudulent services. In some cases, sensitive words may require proof from the secretary of state to validate their usage. If your name contains any characters or symbols that Companies House will not permit, you will be unable to register your company name specifically the way you may have wanted.
If you register a name that is similar to another existing company name (and Companies House allows it to register) then the existing company can alert the Secretary of State and obtain an order, forcing you to change it. For this reason, it is important to check the company name and ensure that you will not infringe on an existing name.
‘Opportunistic registering' is when a company deliberately registers a name that suggests a bond with another existing company, for obtaining business with the use of this alleged relationship. In order to establish that you have not deliberately attempted opportunistic registration, you will have to prove that you were not trying to benefit from another company's name. Conversely, if you believe that someone is trying to infringe and benefit from the company name, you can contact the Company Names Tribunal.
Doing Business in the Great Britain: UK Businesss Taxation Limited companies are liable to pay corporation tax on all income and profits. A PAYE system (Pay As You Earn) will allow them to pay income tax and National Insurance to employees and company directors. The company is responsible for working out the amount of corporation tax it must pay through self-assessment. A professional accountant or auditor is advisable in this instance to ensure that you pay the correct amount and do not incur any penalties.
Companies House will inform HMRC of your company details after incorporation, and you will need to liaise with HMRC for any tax enquiries.
Running Business in the United Kingdom: Displaying the Company Name All companies are required to display their company name at their registered office address, any place of inspection, and any location where is conducts business. The sign bearing the company name must be clear, visible, readable by the public, in plain sight, in a fixed location where people can see it at all times.
It is important to know that you have to display your company in all forms of business correspondence, such as business letters and notices, business emails, receipts, bills of exchange, order forms, cheques with a signature on behalf of someone at the company, websites, orders for money, goods and services, invoices and all other financial forms.
If you have a website for your company, you are not required to put the name of your company on every page, though it must be illustrated somewhere clearly.
A company must display the part of the UK where they have registered the business, the registration number, the company registered office address, whether the company has legally had the word "limited" exempt from the name, what type of entity it is (public, private, or community interest).
You must illustrate this information on all business letters, order forms, and websites.
The company must provide the registered office address, the address where the company keeps the documents and files, and the type of records that you keep at the registered office address, if anyone should request it during the course of business. The directors of the company must provide this information in writing within five working days.
There are no regulations that require you to provide the details of the company director, although you can do if you choose. However, if you state the name of one director, you must state the names of all directors.
Forming and Running a UK Business: The Importance of a Company Secretary It was a legal requirement to appoint a company secretary before the introduction of the Companies Act 2006. Now that it is no longer a requirement, many companies make the mistake of thinking that a company secretary is not necessary, which is not the case.
People tend to overlook and in turn, underestimate the duties of a company secretary. The word secretary carries with it many connotations that seem daunting, which may be a reason why directors neglect the role of appointing a company secretary in the first place. However, this does not change the responsibilities that companies adhere to and the tasks that secretaries must do. In the majority of instances, companies will not appoint a secretary, and if they do, the director often adopts the role additionally. By performing two roles in a company, this may affect your business as the likelihood of forgetting to conform to certain obligations rises. There is also the issue of additional stress that will apply to the person undertaking the extra role, and this may affect their duties all-round.
The aim of this page is to explain at length what a company secretary does, and to show the vast implications the absence of a secretary can have on your company. We will also demonstrate how having a company secretary can greatly affect the progress, efficiency, and overall success of your company, and be an asset – rather than a hindrance – to your business.
While the Companies Act does not specify the role of the secretary, their duties are often determined in the employment contract.
The secretary is responsible for filing annual returns and other statutory company documentation, and assuring that Companies House is aware of any changes to the company structure, including the addition or subtraction of members and the changes of registered office address. Individuals can complete many of these tasks by visiting the Companies House website, using their webfiling system.
New Limited Company Formation: Secretary Requirements Companies should state the specific requirements for the appointment and termination of the company secretary in the company's memorandum and articles. If the secretary also happens to be an employee, then this may affect the regulations regarding their departure or induction in the company. A company will need to alert Companies House of any termination or appointment of a company secretary within 14 days of the event occurring.
For a normal limited company, there is no nationality, gender, or educational requirements regarding the appointment of a company secretary. However, it is adviseable that anyone who wishes to become the company secretary should be competent and knowledgeable of all the tasks and responsibilities expected of them. This is paramount to your company, as neglecting to fulfil certain aspects of the role can lead to severe fines.For a Public Limited Company (PLC), the company secretary requirements are very different, as are the general legal requirements.
For example, a PLC must have at least two directors, but the secretary must be extremely well qualified. He or she must have held the office or been secretary of a public company for between three and five years before appointment, or be a barrister, or a solicitor in the UK. Another requirement a company secretary can have is to be a member of: -
the Institute of Chartered Accountants in England and Wales;
the Institute of Chartered Accountants of Scotland;
the Institute of Chartered Accountants in Ireland;
the Institute of Chartered Secretaries and Administrators;
the Association of Chartered Certified Accountants;
the Chartered Institute of Management Accountants; or
the Chartered Institute of Public Finance and Accountancy.
General Secretarial Duties Company secretaries are usually required to perform several duties to ensure the continuity of the company member details, and to prevent the business from being penalised. A staple of their job is also to ensure that they prevent fines incurring. Therefore, it may be required for the company secretary to maintain the company register, which covers all members such as directors and secretaries, and the register of director's interests. The more common duties include filing the annual returns and any other documents that may be required, including preparing resolutions and legally amending company details. In some instances, a company secretary may also have to take the minutes of meetings.
It is important to remember that there is no determined list of duties for the company secretary to fulfil. Accordingly, they may also be obliged to take up other tasks such as registering the company for VAT, helping to set up pensions and insurance for employees of the company, and any other paperwork tied up with the place of business (such as building insurance etc). There are many types of insurance for businesses to be aware of, especially regarding the premises or place of work. It is usually the priority of the secretary to ensure that all relevant forms of insurance to prevent damages occurring cover the place of business.
In short, the company secretary is responsible to ensure that everything runs smoothly in the other areas of business that the company director is not involved with; these are usually administrative duties. The secretary will often lease and correspond with the relevant governing authorities, whether it is HMRC or Companies House, for any information or assistance they need. In theory, the company secretary become like the spokesperson of the company.
It is beneficial for the secretary to know about aspects of conduct and general employment laws, as they will need to maintain their business and ensure that there is no risk of any breaches in the law for the good of the employees, clients, and the company as a whole.
In smaller firms, the company secretary may handle menial accountancy tasks in order for the company to comply with statutory laws. The secretary may be the source of information on behalf of the company regarding matters to do with appropriate governing laws, and should always be the oracle of knowledge, keeping updated with any changes in the company law.
When companies hold board meetings, the company secretary will be responsible for typing agendas and minutes of meeting, which they will do by liaising with company directors and shareholders, and then preparing the information in accordance with their discussions. If there needs to be a vote on a particular matter, it is the job of the company secretary to ensure that the board conducts it in a lawful and organised way, to prevent any discrepancies.
The secretary will usually be responsible for drafting any letters, faxes, or important emails. Preparing annual reports, dealing with transfers of share-holdings, and communicating with shareholders is an essential part of the role. In accordance, the secretary may also need to monitor the activity of the shareholders, and arrange payment for dividends.
Companies need to comply with due diligence when the circumstances arise. This is a legal requirement to obey the Anti-Money Laundering Legislation 2007. Essentially, it is the secretary's responsibility to ensure that the company adheres to this legislation.
In some corporate structures it may be necessary to have the secretary dealing with matters regarding the registered office, such as signing for and maintaining any post, or ensuring that the company's documents are in order for any public inspections. In this regard, the secretary would be responsible for insuring that the company name and seal (where necessary) is clear on all official documents on behalf of the company; this preserves the company identity.
There is no defined set of secretary duties in the Companies Act, because the secretary adapts to the role depending on the size and type of the business, thus making it individual to each company. Therefore, while a person undertaking the role of a company secretary may think they only need to do the statutory roles such as annual returns, they may also find themselves performing numerous administrative chores, especially within the smaller businesses. You may not have the funds to pay for an expensive accountant service, and the duty will then usually fall onto the company secretary to prepare the annual accounts.
One must not rule out that a person acting as company secretary may not be qualified to complete many of the proposed tasks. The individual person's qualifications and capabilities ultimately determine the range of duties that the secretary is able to perform. For this reason, it is useful to appoint an individual that is versatile and willing to learn new skills that could be detrimental to the company in question. The company secretary can act as a signatory on behalf of the company for any documents that require it, such as resolutions.
The secretary performs a vital role in any company. From the outline above, we can see that the secretary is responsible for a considerable amount, and secretaries for small businesses usually harbour even more duties and carry a great deal more stress. That is why this is important for people to realise that while they may be able to perform two roles within a company, such as director and secretary, it is generally easier (and in the majority of cases better for the company) to have two separate people that can do this.
By taking into consideration the full extent of the secretary's role, this will better prepare you for the business journey ahead. Knowing the full range of duties will organise and structure your business, and make it more equipped to deal with the vast array of tasks that need to be completed and constantly monitored. When we compare this to the duties of the director, we can comprehend the full magnitude of the two different roles, and then analyse them combined.
In its most professional sense of duty, a company secretary can also help guide strategic decisions on behalf of the company, much like a director's assistant or advisor. The secretary may take it upon himself or herself to ensure that newly appointed directors are knowledgeable on all procedures within the company, which may include some sort of formal induction. At the same time, the secretary should be knowledgeable enough to be able to advise directors on ethical procedures.
The company secretary is often the main point of contact with shareholders. In this regard, the secretary should organise company meetings and annual general meetings in accordance with the Companies Act. The secretary will also be the member that assures that everything in the memorandums is obliged and followed. They will regulate and assure that directors and members conduct all voting in a fair way, and then document this in the minutes.
The publication of the company's annual reports and accounts is the responsibility of the company secretary. The secretary is responsible for maintaining the statutory registers and ensures that any changes made are update to date. The consequence of not keeping the register of members updated can have negative effects on the shareholders regarding their voting rights. For this reason, it is adviseable to keep the register updated with the latest changes.
In some instances, neglecting to do the secretarial duties does not result in a penalty for the secretary, but rather, the director. This will reflect negatively on the secretary and upon the company as a whole. Situations like this usually arise when people overlook these duties due to either carelessness or from taking on too much work. If a person is acting as director and secretary, the risk of missing important deadlines for the filing of reports and so on is maximised. Such scenarios further illustrate the importance of having a company secretary as a separate body to the director. In this respect, one should realise that a company secretary will still be legally liable for errors incurred in their duties, even if they delegate that particular job to another member of the company.
Owning a UK Private Limited Company: The Company Director The company entrusts the director with the responsibility of making critical business decisions and is therefore liable for all penalties incurred on behalf of the company. UK company law is quite lenient regarding who can become a director. There are no nationality requirements, but the minimum legal age for a company director is sixteen. If the court disqualifies a person from acting as a company director, they will be unable to take up the role of director in a new company.
While the secretary may undertake the duty of preparing the annual returns, annual accounts, notification of any change in the company members' details, or change in registered office address, it is ultimately the director's responsibility.
The director will be the main signatory for any official documents. The duties and responsibilities of a company director are ultimately dependent on the nature of the business, though there are many standard things that are applicable to all directors. While the secretary may perform several roles, the responsibility of many of them lies with the directors.
If the company has employees, the director will need to ensure that they are paying the right amount of National Insurance and tax, as well as VAT on any goods or services that they provide. In addition, the director must conduct themselves according to the memorandum and articles. Directors are morally obliged to put the interest of the company before their own and do nothing that may harm or affect the company in a negative way. While this seems a simple enough ethos to abide by, directors can sometimes inadvertently harm the business by unwittingly engaging in unlawful trading, or by not paying the correct tax in the appropriate jurisdictions. This is why it is important that a director of a company maintain a strong knowledge base with all these issues as even accidental misconduct can lead to grievous penalties.
It is the responsibility of the director to provide the correct information to auditors for the preparation of the accounts. This means careful maintenance of petty cash receipts and company bank statements. Directors may take into consideration that holding annual board meetings is sometimes required to discuss the status of the company and any changes they want to make.
In short, the director(s) are in charge of managing the general affairs of the company – this is a position that covers the delegation of work and to act in a way that benefits the company. Directors hold a high position of trust and power, and are morally obliged to act in the best interest of the company. Abuse of these principals can lead to penalty, such as termination or severe fines, especially if they act wilfully negligent. A director must not engage in an act that goes against the rules and regulations set out in the memorandum and articles. It may seem obvious that the director must refrain from engaging in unlawful acts, as this has a tremendous affect on both the individual and the company.
The extent of the company director's power is dependent on the specifics within the memorandum and articles. It is useful to know that there can be no checklist to illustrate a company director's duties, as their role may crossover into the company secretary's responsibilities. The size and type of business will usually determine the extent of work that the director will do. Smaller businesses will sometimes have fewer members and therefore the appointees of the company will need to incorporate more responsibility into their role. There is nothing that prevents the company director from also being the secretary, but due to the vast array of responsibility that the combined roles offer, it is often more beneficial to assign these roles to two separate people.
At least once a year, directors should hold an annual meeting. The directors must provide the shareholders with a report detailing the status of the company, whether there has been progress or not. In these meetings, company directors should express any future strategic plans they hope to employ, and keep shareholders updated with any changes they wish to make. Directors should also assign a chairperson who will often write the agenda and sign of the minutes of the meeting.
Aside from the general jobs of the company director as stated in the above, they are also responsible for the development of the business. This includes establishing company policies and corresponding with employees as well as other company members. It is the duty of the director to maintain order but also to plan and uphold corporate structure; the director, singularly or collectively, should be constantly formulating ways to make the business more efficient and more successful.
Another key element to the director role is being able to delegate work and duties to the appropriate people, in order to ensure that all areas of business are covered. Aside from that, it may be relevant for the director to supervise other members of staff and appointees in their work. There needs to be a good relationship in place between director and shareholder, as the director must be able to understand and apply the interests of the shareholders.
A company director has the responsibility of looking after the business and assuring that they always work in its best interests. With such liability comes a plethora of duties to ensure that the directors do not abuse their position of power, such as manipulation of the company books and illegal share activity. It is for this reason that the director can be accountable for acting negligently or wilfully unlawful.
Only a director can call a directors' meeting (though a secretary may do so on behalf of a company director). Usually, an advanced period of seven days is required for this. The memorandum will usually state who the chairperson director is, and this person will have the deciding vote on matters that require it in the event of a tied vote. The elected chairperson is essentially the supervisor of all meetings, and has the power to oversee and change the structure of the board and orchestrate the planning and management of meetings.
How do the Roles of a Company Director and Company Secretary Differ? The company secretary is the head administrative officer within a company. Company secretaries are no longer legally necessary within a company due to the increase in small companies that may not be capable of fulfilling this requirement. Although the role has been legally redundant, this does not deter the importance of the company secretary's duties within a company. As a result, company directors often take up the duties of the company secretary, which will further add to the heap of responsibility their own role entails.
This being the case, if a small private company does not wish to have a company secretary, it is their duty to assign the responsibility of the role to another person; sole directors are left with no alternative but to do this themselves, which can be a very demanding task.
The only thing that prevents a person from becoming the secretary of a limited company is if that person is also the company's auditor. The memorandum defines the terms of appointment and termination of the company secretary. While there are no defined rules that govern the company secretary's role, if they are an employee of the company they might undertake additional duties. The company secretary's duties are administrative and not managerial, though a person combining these roles will have the daunting task of both obligations.
The secretary is responsible for numerous books and records and must keep them at the registered office address of the company ready for any inspection. If these records are elsewhere, Companies House must have a record of it. These records include the register of members, records of members' address and personal information, and all shareholder records. It is imperative company secretaries maintain and update these records with all the correct and accurate information.
The individual who is acting as a secretary within the company will not necessarily have to promote the success of the company, or be in a position to exercise independent judgement whereas directors do. The secretary is the person liable for the majority administrative duties and they will be in charge of handling all queries and official mail from both HMRC and Companies House. The company secretary will be responsible for liaising with Companies House and taking the appropriate steps to ensure that they correctly file any significant changes with them. These changes include the termination and appointment of company members, and changes of address, and changes in the company name. Secretaries will also make any authorised changes to shares, such as transfers and altering the amount subscribed by each person. Another seemingly minor detail that company secretaries need to ensure is that the company name, registration number, and address are on all letters, stationary and websites.
The main luxury of having a secretary separate from a director is that the director gets to delegate the work they would otherwise need to complete by themselves. For example, the secretary can prepare all documents that the company director needs to on their behalf.
The company secretary is responsible for ensuring the company maintains its legal status. They must also arrange the board meetings if a director requests one, and this entails writing the minutes and preparing the agenda ready for the members in advance. The minutes are to be kept in the company's formal minutes' book, which are then signed by the company chairperson. In addition, the company secretary is responsible for ensuring the completion of special resolutions.
Within smaller business structures, secretaries have a far broader spectrum of duties. Though it is not often a mandatory role of theirs, they may need to set up PAYE and payroll for fellow employees, or register VAT. They will often have to manage the company's premises and organising pensions for employees. Depending on the type of company, a secretary may perform a number of duties, such as: -
Advising the director and ensuring that the company follows legal protocol and abides by statutory regulations, such as health and safety and data protection
Applying an additional signature to documents for the board; you may need to sign for bank documents or leases
Arranging insurance for the building, employees, and complying with the data protection act
Liaising with lawyers and solicitors
Order any provisions that the company may need, such as stationary.
People should be aware that while a company secretary is not usually liable for any debts incurred, the company secretary can still be liable for their failure to produce documents, accounts and reports needed by Companies House. The qualified secretaries working within public limited companies often face prosecution for acts of heinous negligence and misconduct. When an unqualified secretary in a small firm unknowingly acts in a negligent way, they may not face prosecution due to their limited experience or knowledge, though the matters may still go to court. However, the company director has the primary legal responsibility for the company, and is solely responsible for the filing of the company accounts.
Directors face disqualification and prosecution if they break the law regarding the company legislation and mandatory dates for handing in reports etc. In the event of any unlawful trading, directors take all blame and receive punishment accordingly.
Register a Company in the UK: How Coddan Can Help? Coddan CPM registers businesses of all types, in the UK and across numerous offshore locations. Our team of dedicated and experienced experts can assist you by setting up the right business structure for you, registering your company with a host of additional extras that you can greatly benefit from. In addition, we can tailor-make packages and help manufacture new business vehicles to ensure that you are maximising profit whilst legally minimising tax.
Our nominee services have proven to be immensely popular amongst our non-UK resident clients, who are often unable to fulfil the minimum mandatory legal requirements. When registering in the UK, you will need a registered office address within the UK, at least one physical director, and a shareholder to hold a minimum of one share (?1) in the company bank account. Sometimes, our clients wish to incorporate a company by using all nominee services for these roles in order to remain anonymous from public record. We draft legal power of attorney documents that give you full control of your company whilst we assume the position of the members. Legal anonymity is of the upmost importance to many of our clients, and using Coddan's nominee services allows them to retain privacy from public record and still be in a position to make major decisions and run the company according to their will.
It is important to remember that even when taking our nominee services, you will still need to take responsibility for the mandatory paperwork with Companies House, such as annual returns, and accounts. The failure to produce these things on time can lead to hefty fines. However, by taking Coddan CPM as your company secretary we are able to relive the burden of much of the mandatory paperwork (for an additional fee). We understand that while some people are business-orientated, they may not be so confident about the finer details that they will need to complete. Coddan's team of experts and professional advisors can assist you with all business queries and complete the following duties on your behalf: -
Appointing or terminating a company director
Appointing or terminating a company secretary
Filing annual returns
Filing annual accounts for dormant companies
Changing a registered office address
Changing a member's details on company record
Registering VAT
Providing signatures for official documents
Altering the share capital of your company
Drafting power of attorney documents
Completing early annual returns.
Aside from the above mentioned, Coddan can provide your company with numerous accountancy packages. The packages cover a wide range of services, and the price is dependent on how much trading you do throughout the year. In smaller companies that are just starting out, the company secretary performs the necessary accountancy duties in the majority of instances. They may be doing this out of necessity rather than fulfilling the obligation because they have experience in that area of expertise. You can avoid this sort of mandatory practise by taking Coddan's accountancy services, which not only relieves the burden from the company secretary but also gives all company members' confidence, as a qualified professional will handle the accounts.
The overall benefit of Coddan CPM acting as your company secretary gives you the peace of mind to know that a registered formation agency can perform all the mandatory tasks that your company will have to complete with the Companies House. In addition, we can act as an additional signatory for any documents that require signing by another person aside from the director. Sometimes an extra signature is required to open up bank accounts, and Coddan CPM will readily oblige.
Annual returns are a compulsory chore. Companies must submit annual returns and accounts to Companies House without fail and on time, otherwise they run the risk of severe fines and eventually, having their company dissolved. It is important to realise just how serious these duties are. Neglecting the annual returns and accounts could be a mistake with catastrophic consequences. At Coddan CPM, we understand that while some people may have a sharp business intellect and an ambitious mind that has enabled them to become successful within their field, they may not have the time or interest in conforming to the duties that are required. The accounts and returns can be tedious and often strenuous, especially for those who have never attempted to complete them before.
For a reasonable fee, Coddan CPM will perform any secretarial duty that you require. Perhaps you are not confident with accessing computer systems, or maybe you are not good with math? In such instances, it is far easier to let Coddan's professional experts take over and relieve the burden, which will allow you to concentrate on the growth of the business. You can prioritise your business ventures whilst allowing Coddan CPM to keep your company updated with Companies House, which in turn, ensures that you avoid infringing on any criminal charges by refusing to file the required documents with Companies House.
Register a Company: Breakdown of the Company Secretary Role In theory, a secretary's duties cover all necessary administrative work, and spans across numerous additional roles within the company. As stated earlier, there is no set guideline for the company secretary to follow as their role may change and differ depending on the size and scope of the company. However, in theory, we can categorise the company secretary's roles to cover these three areas - the board, the company, and the shareholders.
The company secretary must make sure that the necessary paperwork is given to board members ahead of the meeting, and that the board procedures are correctly abided by. In this instance, a company secretary will also assist directors at the meeting.
The secretary should be responsible for ensuring the compliance of legislation and proper conduct regarding company activity. For this reason, the company secretary must be knowledgeable in such areas in order to provide information to the board.
Shareholders within a company will usually liaise with the company secretary and address them with any concerns or with matters regarding corporate legalities.
The secretary also has numerous core duties that he or she is expected to fulfil. For general meetings, they must ensure that shareholders have all relevant documents, while also taking the minutes of the meeting (it is important to realise that the secretary will always be responsible for taking the minutes of the meeting, as well as preparing and distributing the agenda).
They will also regulate the memorandum and articles of association, in order to ensure that members follow it correctly. The secretary is also responsible for correctly drafting any amendments so that they comply with Companies House legislation.
The responsibility of ensuring that all the company adheres to the legal requirements falls on the secretary. They must be knowledgeable and assertive regarding the company law, even though the penalties involved fall on the director for any discrepancies or failure to submit things such as annual accounts.
The secretary must update and maintain the registers in case of any inspection, and prepare directors reports and accounts. As the main administrative officer of the company, the secretary is also responsible for the filing of all mandatory paperwork with the registrar of companies. These documents include annual returns, reports and accounts, any amendments to the memorandum and articles of association, the return of allotments, the removal or appointment of directors and any change to the registered office address.
One important area of the company secretary's duties is their correspondence with the shareholders. The secretary is to deal with transfers of shares and any concerns the shareholders may have. In addition, the secretary must monitor the movement of the registered members to identify any stake building within the company. They may also be required to implement any changes with the company's shares in order to restructure the business.
Board Meetings The secretary handles all preparation and subsequent paperwork arising before and after board meetings. There are things that the secretary should do before a board meeting: -
The secretary should inform all directors of the date, time, and location of the meeting, in addition to distributing the agenda and any other documents.
The secretary must check whether the company accountant should attend the meeting. The meeting may only require the presence of the accountant for part of the meeting and should therefore receive an agenda and any relevant paperwork.
In preparation for the meeting, the company secretary should produce extra copies of the agenda for the meeting.
When preparing the agenda, the company secretary should remember to include issues that occur on numerous occasions. These may include staff reports, and any matters that were not completely resolved at previous meetings.
As a matter of common sense, company secretaries should always ensure that the meeting room has all the appropriate things needed for the meeting. Secretaries should always take a copy of the company's memorandum and articles of association in case of any issues raised, and any other relevant documentation for the meeting.
Secretaries should note every member in attendance for the minutes of the meeting, and make note of absentees.
A quorum should be present at the meetings, and arranged by the company secretary. This ensures that an independent, uninvolved body can deal with any interests of the directors may have.
The company secretary must take all notes and transcribe any decisions that they agree on at the meeting. One should understand that the document produced by the secretary at the end of the meeting should not be a verbatim (as in, a direct, word for word transcript of the meeting).
When taking the minutes the company secretary should note the times of arrival for all the members, and note anyone who arrives after the meeting has started and left before the meeting concludes.
The secretary may act as a mediator at the meeting and advise on any matter when asked. Usually, questions of how the business is running will arise and the company secretary may have to address this. The secretary may choose to defer answering if the subject discussed involves unlawful conduct or anything that goes against the company's memorandum and articles of association.
If the meeting requires any outside parties, the secretary should be ready to call upon them at the appropriate time.
At the conclusion of the board meeting, the company secretary should assure that no confidential papers have been accidentally left behind directors and meeting members.
Post-Meeting Duties In the event that the company makes a decision during the board meeting regarding the payment of a dividend, the secretary will need to inform the regulatory information service; the company secretary should inform them about anything regarding shares, and whether they need to postpone payment.
The secretary should send a memorandum letter to all relevant parties after the meeting in order to inform them about what action they will need to take (if any decisions were made at the meeting that require it). If a manager or director requires a report before the next meeting, the secretary must ensure that they receive it, or that they alert the appropriate members regarding the matter.
After typing the minutes of the meeting, the secretary will usually send it to each director that was present at the meeting. Directors are free to make written comments and issue them back to the secretary for amendment. From there, secretaries may retype the minutes and then redistribute them.
If a company member raises concern about the wording on a particular point in the minutes of the meeting, then the chairperson will have to approve any amendment before they approve the amendment. It is often preferable to omit anything from the meeting that is an expression of individual opinion, though at the request of the director they may include that an individual member disagreed with the issue against the board.
Annual General Meetings All companies are required to hold annual general meetings (the first one, no longer than fifteen months after incorporation). The secretary's role within the AGM is as follows: -
The company secretary will usually issue the normal resolution that will give the board authority to allot securities up until the date of the next AGM.
The secretary distributes the special resolution to allot equity securities to a certain amount, which will expire at the end of the next AGM distributes.
The company secretary must also conduct matters regarding the audited accounts. Here is a list of points that may be relevant to the company secretary: -
If the report and accounts have a chairperson's statement, then three copies of the notice of the meeting and accounts will be required, with signatures.
The secretary is to sign the notice of the meeting, and the report of the directors on behalf of the board. An auditor's signature is required on the auditor's report.
The secretary will send copies of the report and accounts to the signatories for proof before drafting a final version that they distribute to shareholders.
The secretary will consult either the company registrar or firm of service registrar for dividend, to prepare dividend warrants for shareholders after the approval at the annual general meeting.
The secretary may need to prepare proxy forms for dispatch accounts and reports to all shareholders.
Company solicitors are usually present at meetings, and it is therefore the job of the secretary to ensure that they know the place, time and date. Company auditors are entitled to attend all meetings, and therefore the secretary will have to ensure that they know when a meeting will take place. When the shareholders receive the forms of proxy, and secretaries should verify it against the register of members. The secretary should make a report on the result of the proxy count and this should be available to the board after the expiry deadline for receipt of the proxies.
If the board issues numerous proxy cards against any resolution, secretaries may want to prepare ballot papers in the event that a poll is required. At the annual general meeting, the secretaries should distribute copies of the register of members; the secretary should do this in case identification is required for people within the meeting. Secretaries should provide attendance sheets for the company shareholders and members of the meeting.
In case of inspection, a company secretary should make the register of the director's interests and director's contract available. The company secretary should prepare an order of proceedings, illustrating the numerous resolutions that may need to pass through the meeting. As a general consideration and for practical reasons, company secretaries should always make sure that prepare everything for the meeting in advance. This may include things like booking a certain room, ensuring that there are refreshments, and facilitating any external devices that may be required, such as an OHP.
Other Duties The payment of dividends for the company's shares or interest on debentures is usually the responsibility of the company secretary. It is not widely known that company secretaries can enter into certain contracts on behalf of the company. The responsibility of assuring that correct and accurate company documents arrive at the Registrar on time, is the responsibility of the company secretary. One must remember that the company secretary is to ensure the compliance of the provisions within the Companies Act and the memorandum of articles.
Dividends The arrangement for the payment of dividends is usually the responsibility of the company director. The articles of association provide the priority of the payments for dividends when a company has a different class of shares. Companies pay the distribution of shares as dividends, specified by a certain amount per share. The payment of dividends can be a tricky procedure. For this reason, it is always advisable to create a control sheet in order to monitor the process.
Check Your Order Status
