Starting Your Business in England, Wales, Scotland or Ireland - Great Britain Company Formation General Requirements
. The legislation surrounding companies often appears complicated and may at times be confusing for those involved. Company legislation requires that a minimum amount of information about a company must be publicly available, this information should include: annual accounts, the registered office address, details of directors, secretary and shareholders of the company. Every private limited company needs to have a secretary (and at least one director). For registration of a company in England, Scotland or Ireland you should have at least TWO persons. It should be noted that if only ONE director (Sole Director) was appointed in the company, he can't serve as a company secretary at the same time. The company secretary is one of the administrative officers of the company who has certain obligations that have to be performed duly and correctly. Any delays with the filing of the statutory company's reports with the Companies House can result with the penalties that will apply for a company.
There is also another legal requirement that applies to UK companies - from the incorporation and for all period of existence company incorporated in United Kingdom must have a registered office within England and Wales or Scotland (if your company was registered there) to which all communications and notices may be addressed. The registered office address NEED NOT be the company's place of business, and is often the address of a company that provides company formation services such as Coddan CPM. If you do not have your own address in England, Wales, Scotland or Ireland which can be used as a registered address for your company, or you do not want to use your private home address for the company's correspondence, please ask Coddan for registered office address service. We are offering different locations within England and Wales and also within Scotland. If you are a Sole Director who would like to form your own company in the Great Britain, we will be pleased to provide you with our nominee secretarial service to comply with the requirements of the Companies Act and take care of company's annual obligations. Let us know how we can help.
Choose one of the following packages that will best serve you:
Further information
What are shares? Shares are small stakes in a company. When you buy shares you become a joint-owner of the company along with all the other shareholders. You can buy either: new shares when a company first sells them to raise money to invest in its business; or existing shares which are traded on a stock market. The stock market price of shares can go up and down. For example, when a company is doing well, its share price may go up and the value of your investment rises but if the company is not doing so well, its share price can go down and the value of your investment then falls. Share values are also affected by the overall level of confidence in the economy at home and the international economic climate. Although there is the risk that shares can go down in value, people invest in shares because there is also the possibility that they can make money through growth in the capital they have invested and through being paid dividends on their shares.
What is capital growth? If you buy shares in a company whose share price goes up, you will be able to sell your shares for more than the price you bought them at, so the initial capital (money) you invested has grown. What are dividends? Companies usually share their profits with shareholders by paying out dividends. These are usually paid twice a year. Many people bought shares when the government privatized nationalized industries, others received shares when their building societies and insurance companies changed from being mutual bodies (owned by their customers) to companies (owned by their shareholders). People also own shares indirectly through collective investments such as unit trusts and investment trusts. You may also hold shares in a Personal Equity Plan (PEP) or an Individual Savings Account (ISA).
Many people who don't hold shares directly still have a link with them through their pension scheme or an endowment mortgage. These arrangements invest in shares to provide investment growth. Want in a broker or brokerage account. Do you want to meet with someone face-to-face? Will you want to be able to reach someone by phone? Do you require internet access? Is price your only consideration? Do you want to buy and sell only shares, or would you also like to buy and sell mutual funds, bonds or foreign stocks? Choose a broker or brokerage firm to purchase the shares on your behalf based on your needs. If you need a lot of advice, begin with a full-service brokerage: the less expensive brokers may not offer advice. If you are fairly confident and want low prices, go for an online broker.
Contact a broker or firm and request an application. Many firms offer online applications, although most require that you send a payment to actually open the account. Deliver a cheque in person if possible to speed up the process. Begin buying and selling shares once your account is open. Review the statements you receive and re-evaluate your portfolio's performance. Are you moving towards your investment goals?
Dividend yield. Dividends are the income - if any - paid out to shareholders from the company's profits. Not all companies pay dividends. The dividend yield is dividends per share paid over the most recent year expressed as a percentage of the current share price. Dividends from shares are declared net of 10% tax as 'net dividends'.
This tax cannot be claimed unless the shares are held in an ISA or PEP. >From April 2004 the 10% tax cannot be claimed at all even if the shares are held in an ISA or PEP. Higher-rate taxpayers have extra tax to pay. This, of course, means that their after-tax return is lower than the published dividend yield. Dividend cover. This is earnings per share divided by dividends per share. It indicates how much of the profit is being paid out to shareholders (or, conversely, how little profit is being reinvested in the company). Cover of less than one indicates that the company is dipping into reserves to keep up dividends.
This is our most popular package with UK residents, and includes: The submission of forms detailing your company's executive officers The registration of your £1,000 authorised share capital (a minimum of one share must be issued) Company formation is usually achieved within 6-8 workday hours (Companies House permitting) Payment of UK legal and initiation fees The appointment of your own candidates as directors and secretary (a minimum of two people are required) The following documents will be e-mailed to you (Note: these documents are to be printed and signed): Electronic Certificate of Incorporation (PDF) Electronic Memorandum & Articles of Association (MS Word) Minutes of the First Meeting of Directors (MS Word) Share Certificates and company Register
Economy Package
£ 82.00
Annual Maintenance Fee £50.00
This is our most popular package with EU residents, and includes: The submission of forms detailing your company's executive officers The registration of your £1,000 authorised share capital (a minimum of one share must be issued) Company registration is usually achieved within 6-8 workday hours (Companies House permitting) Payment of UK legal and initiation fees The appointment of your own candidates as directors and secretary (a minimum of two people are required) A registered office address for 12 months, provided by Coddan An application form for the following year's renewal of the Registered Office Address service (£50.00) Annual Return and Annual Account reminder The following documents will be e-mailed to you (Note: these documents are to be printed and signed): Electronic Certificate of Incorporation (PDF) Electronic Memorandum & Articles of Association (MS Word) Minutes of the First Meeting of Directors (MS Word) Share Certificates and company Register
Premier Package
£ 131.95
Annual Maintenance Fee £99.95
This is our most popular package with small business, and includes: The submission of forms detailing your company's executive director The registration of your £1,000 authorised share capital (a minimum of one share must be issued) Company incorporation is usually achieved within 6-8 workday hours (Companies House permitting) Payment of UK legal and initiation fees Applicant appointment of director for company (appointed electronically) A registered office address for 12 months, provided by Coddan An application form for the following year's renewal of the Registered Office Address service (£50.00) Nominee company secretary service for 12 months (next year - £49.95) Annual Return and Annual Account reminder The following documents will be posted to you (these documents will be sent via Royal Mail): The original laminated Certificate of Incorporation A bound copy of the Memorandum and Articles of Association The Minutes of the First Directors' Meeting Two printed share certificates and Company Register
Deluxe Package
£ 256.95
Annual Maintenance Fee £224.95
This is our most popular package with overseas residents, and includes: The filing and registration of your company in England The registration of your £1,000 authorized share capital (a minimum of one share must be issued) Company formation is usually achieved within 6-8 workday hours (Companies House permitting) Payment of UK legal and initiation fees A registered office address for 12 months, provided by Coddan An application form for the following year's renewal of the Registered Office Address service (£50.00) Nominee Company secretarial service for 12 months (next year - £49.95) Coddan provides a company nominee director service for 1 year (next year - £125.00) The name of the nominee director & secretary will appear as a public record Annual Return and Annual Account reminder The following documents will be posted to you (these documents will be sent via Royal Mail): The original laminated Certificate of Incorporation A bound copy of the Memorandum and Articles of Association The Minutes of the First Directors' Meeting Two printed share certificates and Company' Register A pre-signed, undated letter of resignation from the nominee director A General Power of Attorney signed by nominee director An indemnity Letter for General Power of Attorney A nominee service agreement which provides for the indemnification of the nominees
Name Protection
£ 22.00
Annual Maintenance Fee £60.00
The purpose of this package: This package allows you to register a company name with Companies House and thus prevent this name being used to form a company by anyone else This package includes: The registration of a non-trading limited company with your choice of name Payment of UK legal and initiation fees A nominee director A nominee secretary A nominee shareholder A registered office address Management of the company: Coddan will file the annual return and dormant company accounts on your behalf for an annual fee of £60.00 If you do not wish to renew the management option at the end of term, the company will be dissolved
Business Start-Up: Legal Requirements
Company subscribers may be residents outside the UK You must appoint a minimum of ONE Director There is no maximum number of Directors Directors can be corporate bodies or private individuals A Director can be of any nationality Directors need not be formally trained All companies must appoint a company Secretary Secretaries can be corporate bodies or private individuals A Secretary can be of any nationality. If there is only ONE Director he or she CANNOT also be the Secretary A company must have a minimum of one shareholder who may be a corporate body or an individual No minimum paid up share capital A minimum of one share may be issued Capital may be denominated in any currency Shareholders and directors meetings may take place outside Great Britain The company is required to have a registered office in the UK
ESTABLISH LIMITED COMPANY IN ENGLAND, COMPANY FORMATION SERVICE - REGISTERED OFFICE FACILITY
The legislation surrounding companies often appears complicated and may at times be confusing for those involved. The company secretary plays an important role in ensuring that a company and its directors both comply with company law. The role might be described best as that of chief administrator! A company secretary is appointed when a company is first incorporated. Any subsequent changes to the particulars of the company directors or secretary, for example, changes in their name or address, must be notified to Companies House using a standard form - 288c. When a director or company secretary resigns, form 288b must be completed and sent to Companies House. When a new director or secretary is appointed, form 288a should be used. A company secretary will have regular dealings with Companies House, as this is where public records about the company are held. (Forms 288a (to appoint the directors and secretary), Form 288b, Form 288c, or Form 287).
Company legislation requires that a minimum amount of information about a company must be publicly available, including, for example, annual accounts, the registered office address and details of directors, the secretary and members. The company secretary is an officer of the company. This means that they may be criminally liable for defaults committed by the company, for example, failure to file in the time allowed, any change in the details of the company's directors and secretary and the company's annual return.
Important Links
Every company must have a registered office at which official documents can be served Companies Act 1985 section 287(1)) and this address should be displayed on all business letterheads and order forms of the company (section 351). In the case of a company registered in Scotland the registered office must be located within Scotland. An English address will not be acceptable. If required, we can provide a registered office for your company. This service is particularly useful for smaller companies, such as those being run by a sole director from home, where a separate address for service of routine paperwork from authorities such as Companies House and the Inland Revenue may be required for various reasons. Our annual fees for registered office facility are £50.00.
Suggested Reading
Core Duties of the Company Secretary. The core duties of the company secretary of a UK company limited by shares are as follows: Board Meetings. Co-ordinating the operation of the company’s formal decision making and reporting machinery; formulating meeting agendas with the chairman and /or the chief executive; attending and minuting of the meetings; maintaining minute books; certifying copies of minutes; and ensuring that correct procedures are followed. General Meetings: - Originating and obtaining internal and external agreement to all documentation for circulation to shareholders; co-ordinating the administration and minuting of meetings; and ensuring that correct procedures are followed. Company Constitution: - Ensuring that the company complies with its constitution; drafting and incorporating amendments in accordance with correct procedures. General Compliance: - Monitoring and ensuring compliance with relevant legal requirements, particularly under the Companies Act.
The directors and secretary (or officers) manage the company. The shareholders (or members) own the company. In many private companies the director and secretary are the shareholders of the company. A private company can have a sole director but he cannot also be the secretary. Where there is more than one director, one of the directors may act as secretary. There is no restriction on the number of directorships an individual may hold. There is no restriction on the nationality or residency of directors or secretaries. Corporate directors and secretaries are allowed.
The Registered Office Address need not be the company's place of business, and is often the address of a company that provides company formation services such as Coddan CPM Limited or that of a solicitor or accountant or even one of the directors home address. Official documents, such as documents from a court, are normally served on a company at its Registered Office, and official correspondence is usually sent to the Registered Office, for example official letters from the Inland Revenue and the Registrar of Companies. The address must be in England or Wales for companies registered in England or Wales, and Scotland for companies registered in Scotland. If you do not have a suitable address, or if you would prefer not to use your own address, we can provide you with a Registered Office. If you want to become familiar with the description and the contents of companies registration packages, offered by Coddan CPM LTD and to find above, what kind of service is included in this or that UK limited company incorporation 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.
Live Help » Live Help is a real time "chat" feature which enables you to interact with a customer service representative without a phone call. Get answers to your questions while using our website. Clicking the "Live Help" button will start an on-line session with one of our representatives. Live Help is currently available during normal business hours. Outside of the above opening hours our business center will be closed. When you click on the button you will see an e-mail form that will allow you to send us a mail with your questions. Live Help is absolutely free! There are no hidden fees. We offer the service as a courtesy to our website visitors. Dear visitors, while having a chat session with a customer, we are frequently requested to give a piece of advice on tax planning or business structuring. We would like to inform you that it is against our principles to provide online advice pertaining to these issues. The points that may be covered during a session include service description, package or service price, navigation at our website, ways of making an order, methods of payment etc. Yet, if you wish us to provide you with advice on tax or business structuring, you should be aware that this service is chargeable. If you have any questions about the company establishment then please E-Mail or call us: 0800 081 1510 or +44 (0) 207 637 3881, fax: +44 20 7681 3318.
WHAT IS A COMPANY'S REGISTERED OFFICE?
By Companies Act 1985, sec. 287 a company must at all times have a registered office to which all communications and notices may be addressed. When a new company is registered the address is specified on the Form 10. Any change in the address must be notified on Form 287. The change takes effect on the date the notice is registered, but any document may be served on the company at the old address until 14 days after that date (sec. 287(4)).
By Companies Act 1985, sec. 725 (1) a document may be served on a company by leaving it at, or sending it by post to, the company's registered office. The registered office must be in the country in which the company is registered: a Scottish company may not have its registered office in England or vice versa. There is, of course, nothing to stop a Scottish company having a place of business in England (or an English company having one in Scotland), but it must maintain a registered office within the country of its situation. See sec. 725(2) for service on a Scottish company in these circumstances. The address of the registered office must appear on all business letters, etc.: Companies Act 1985, sec. 351.
HOW IS A COMPANY'S REGISTERED OFFICE ADDRESS CHANGED?
In the absence of any contrary provision in the memorandum and articles (which is extremely unlikely), the registered office address can be changed by a decision of the directors. A board meeting should be held and a resolution passed to that effect. Any change in the address must be notified on Form 287. The change takes effect on the date the notice is registered, but any document may be served on the company at the old address until 14 days after that date (Companies Act 1985, sec. 287(4)).
HOW MANY DIRECTORS MUST A COMPANY HAVE?
A private company must have at least one director and a public company two: Companies Act 1985, sec. 282. Note, however, that every company must have a secretary and if there is only one director, that person cannot also be the secretary: sec. 283. There is no statutory maximum number of directors. Table A, article 64 provides: Unless otherwise determined by ordinary resolution, the number of directors (other than alternate directors) shall not be subject to any maximum but shall be not less than two.
HOW ARE DIRECTORS APPOINTED?
The first directors are appointed by the subscribers to the memorandum and are named on form G 10 which is registered at Companies House when the company is formed. They automatically take office on the date of incorporation. Their names and other details should be entered in the register of directors once the company is formed: Companies Act 1985, section 10 and sec. 13 (5). Subsequent directors are appointed in accordance with the company's articles. Table A, article 78 provides that the general meeting may appoint directors (but note the procedures in TA 76-77).
By Companies Act 1985, sec. 292, in a PLC, separate resolutions are required for each director. By sec. 293, in a PLC or the subsidiary of a PLC, special notice of the director's age is required if the director is 70 or older. Such a person must disclose her/his age: sec. 294. The directors may appoint a director under article 79 of Table A, but such an appointee holds office only until the next AGM.
HOW DOES A DIRECTOR RESIGN?
Unless there is a provision in the director's service contract requiring the director to give a period of notice, a director may resign at any time by notice to the company. Ideally, the notice of resignation should be in writing, but this is not specifically required. On receipt of the resignation, the company must: (1) notify Companies House on Form 288(b); (2) record the resignation in its register of directors.
Table A, article 81 provides that the office of a director shall be vacated if: he ceases to be a director by virtue of any provision of the Act or he becomes prohibited by law from being a director; or he becomes bankrupt or makes any arrangement or composition with his creditors generally; or he is, or may be, suffering from mental disorder and either: he is admitted to hospital in pursuance of an application for admission or treatment under the Mental Health Act 1983 or, in Scotland, an application for admission under the Mental Health (Scotland) Act 1960, or an order is made by a court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder for his detention or for the appointment of a receiver, curator bonus or other person to exercise powers with respect to his property or affairs; or he resigns his office by notice to the company; or he shall for more than six consecutive months have been absent without permission of the directors from meetings of the directors held during that period and the directors resolve that his office be vacated.
HOW CAN A DIRECTOR BE REMOVED FROM OFFICE?
Directors can be removed from office: under Companies Act 1985, sec. 303 by ordinary resolution; under provisions in the articles; if disqualified from acting. Removal by Ordinary resolution. Subject to the points made below, any director can be removed by an ordinary resolution of the general meeting under the following provisions of the Companies Act 1985. Companies Act 1985, sec. 303 (1) A company may by ordinary resolution remove a director before the expiration of his period of office, notwithstanding anything in its articles or in any agreement between it and him.
Special notice is required of a resolution to remove a director under this section or to appoint somebody instead of a director so removed at the meeting at which he is removed. This section is not to be taken as depriving a person removed under it of compensation or damages payable to him in respect of the termination of his appointment as director or of any appointment terminating with that as director, or as derogating from any power to remove a director which may exist apart from this section.
The special notice provisions are set out in sec. 379. This provides that the resolution is not effective unless notice of the intention to move it has been given to the company a least 28 before the meeting at which it is moved. The company must then give notice of the resolution at the same time and in the same manner as it gives notice of the meeting (or, if that is not practicable, must advertise in an appropriate newspaper).
The ability to remove a director by ordinary resolution cannot be excluded by the articles (see sec303 (1) above). It can in practice be avoided by inserting in the articles a provision usually known as a "Bushell v Faith clause". Such a clause confers enhanced voting rights on the director who is being removed (provided he or she is also a shareholder). Typical wording is: "Every director of the company has the following rights in the event of a poll being duly demanded at any general meeting:
(a) if the poll is so demanded on a resolution to remove that director from office, to (3) votes for each share held by her/him; and (b) if the poll is so demanded on a resolution to delete or amend the provisions of this article, to (3) votes for each share held by her/him."
Note that this clause can only a protect a director who is also a shareholder in the company, and the above wording will have to be modified to meet the circumstances of each case.
Removal under the articles. Table A, article 81 provides that the office of a director shall be vacated if: (a) he ceases to be a director by virtue of any provision of the Act or he becomes prohibited by law from being a director; or (b) he becomes bankrupt or makes any arrangement or composition with his creditors generally; or (c) he is, or may be, suffering from mental disorder and either: he is admitted to hospital in pursuance of an application for admission or treatment under the Mental Health Act 1983 or, in Scotland, an application for admission under the Mental Health (Scotland) Act 1960, or an order is made by a court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder for his detention or for the appointment of a receiver, curator bonis or other person to exercise powers with respect to his property or affairs; or he resigns his office by notice to the company; or (e) he shall for
Companies Law
Company Registered Office, Director and Secretary
£ 32.00
This is our most popular package with UK residents, and includes:
The submission of forms detailing your company's executive officers
