Page can be viewed in other languages:
English
Home Home Contact Us Contact Us Incorporation FAQ FAQ Incorporation News News

  • Office
  • Address
  • Contact
RELATED SERVICES
BANKING SERVICES
WE ACCEPT
 
 
Acceptance Mark
Secured by SSL

Member of the Federation of Small Businesses
E-mail us info@ukincorp.co.uk Request a call-back Call Us (UK): 44 (0) 207.935.5171 / 0330.808.0089
testing
  1. E-quick package
  2. Economy package
  3. Premier package
  4. Deluxe package
If you are thinking about setting up a business, and need it done quickly and easily with no additional requirements, then this package is the perfect choice.
This package is a cheap and efficient way to begin business, and includes the provision of a registered office address in London for the duration of one year.
This package is a not expensive and efficient way to begin business, and includes the provision of a registered office address in London and a nominee secretary for the duration of one year.
This package is one of the most cost effective and the efficient way to start a UK company, which includes a registered office address in London, a nominee secretary, and a nominee director for the duration of one year.
E-quick*
£32.00
Economy
£82.00
Premier
£207.00
Deluxe
£557.00
Private company limited by shares
No Annual Charges
Private company limited by shares
Annual Fee From: £50.00
Private company limited by shares
Annual Fee From: £175.00
Private company limited by shares
Annual Fee From: £525.00
Usefull links
Further information

Private Company Limited by Shares:

  • A private company limited by shares in England and Wales must have at least one director, one shareholder, and may have a secretary.

  • You need at least one person to form this type of company. If there is only one director, and that director is a natural person in your company, that director can also act as the secretary.

  • A company must have at least one director who is a natural person. This requirement is met if the office of director is held by a natural person as a corporation sole or otherwise by virtue of an office.

  • You can register a sole director' company, if you are familiar with the secretaries duties and responsibilities, because all of them belongs to a sole director.

  • The directors and secretary of your company can also be shareholders.

  • The Companies Act imposes no restriction on the minimum age of company directors. However Companies House will actively discourage the appointment of anyone under the age of 16 from taking up a company directorship on the grounds that the individuals concerned may not fully understand the legal liabilities that go with the position and for the most part will not have the experience necessary to perform the duties of a company director.

  • Under the Companies Act 2006, there is no restriction on any or all of the members/shareholders being from an overseas country (i.e. outside the United Kingdom in terms of residency, domicile, citizenship, place of incorporation or all or any of those concepts).

  • There is no requirement for the officers of your company to be UK citizens or residents, nor for them to hold valid work permits.

  • Owning, or being an officer of a UK company does not, however, grant you any right to live or work in the UK if you are a foreign national.

  • Your company must have a registered office address within England or Wales; this is the official address of your company and will be on the public record as such.

  • Your company must hold its official company documents at its registered office address: its register of shareholders, and its constitutional documents.

  • So long as you maintain a registered office address in England or Wales, you can conduct your business from any place in the world: you do not have to run your business from your registered office address.

  • Coddan offers company formation, ready-made company registration for UK limited companies. We offer electronic filing enterprises & registering corporation services. In addition to business registrations, we offer trademark registration, shareholder agreements, toll-free numbers, telephone answering, virtual office and company searches for UK limited companies. You are an accountant for whom company establishment is a frequent activity or an individual ordering your first company registrations. Start a company by incorporating or forming a LTD, PLC or LLP at Coddan. Learn about incorporation & how to incorporate your business online: register a business name, company registration, business registration numbers, company house web filing - business name registration check. Whether you start-up online, register London business or form a corporation Scotland, we can help you understand the business start-up process for filing LTD United Kingdom.
    Previous
    Next
    Incorporate or form an LLC – online: company registrar United Kingdom, limited company formations & corporation registration, electronically LLC online, very easy and informative. In addition to private companies Great Britain, we offer trademark registration, shareholder agreements, 0870 numbers, telephone answering, virtual office and company searches for English companies. Information to help start, grow or manage a small business. If you are starting a business Edinburgh or starting own business Northern Ireland, read our starting business Republic of Ireland guide. Home business and small business training and ideas site to help you start Belfast, grow, and expand a home-based business or search for the work at home job right. An outline of the general steps for incorporation in Great Britain, explaining how to incorporate your business Dublin, from choosing where to incorporate your business. UK ready-made company formation services and company registrations online, our offices keep a stock of ready made companies, and would be happy to supply details on request. We offer offshore ready-made companies in different jurisdictions, readymade offshore companies also called as offshore shelf companies, shelf off-shore companies for sale: starting applying for a business name, business name registration partnership, grants for starting a business and starting a business from home.
    Previous
    Next
    Open company same-day and offshore setting-up services using our online starting-up service for Limited Liability Company Offshore companies. Start enjoying the tax benefits and personal liability protection that forming a corporation or Limited Liability Company (LLC) provides. Offshore company incorporation, offshore checking and offshore saving accounts, offshore time deposits, offshore mutual funds, offshore money market accounts and offshore asset protection provided by Coddan. Company formations, limited company formations, electronic incorporations, company formation agents, paperless company registrar, electronic companies filing, United Kingdom limited company, setting corporation Ireland, business incorporation Scotland, open company England, London company registration, electronic companies filing, British companies registrars, business consultants, company law, public limited company, plc, international companies, ltd, inc, limited liability, enterprise, organization, organization, tax, taxation, England, firm, partnership, trade, profession, contractors, business, private limited company, limited by shares, ready-made companies, readymade company, aged company, off the shelf company, shelf companies list.
    Previous
    Next
    Specializes in company registration and secretarial services. Provides list of shelf company, services and cost quotation, business name registration, company house direct, starting a business - sole trader business registration.

    This is actually a pretty good reason to incorporate in Delaware or Nevada. In fact, you could be a foreigner from Lebanon, never setting foot on American soil, form a Delaware corporation and no one would know who you are! However, many states will require the owners and/or officers and/or directors information while operating in that state (as a foreign corp.). Besides, how many small businesses require anonymity? Incorporate, incorporation, incorporating, incorporation services, incorporating services, incorporate Wyoming business online, incorporating Oregon business, New York LLC formation, Louisiana limited liability corporation, Texas articles of incorporation, Florida company incorporation, California non profit corporation, corporate name search offshore, BVI corporate name availability, Seychelles corporate name registration.
    Previous
    Next
    Learn about incorporation services UK and incorporate London online: starting your own business, business ideas, starting a business on ebay or buying a business with legal requirements for starting a business. Online England company formations, online company London W1 formation, Glasgow formation agent, Liverpool formations agent, Scottish companies house, forming a company Scotland, starting a business Wales, form a limited company Oxford, United Kingdom business registration agents, online Great Britain company registration. E-Business, small business, business structures defined: the limited liability company business structures defined: the limited liability company IRS treatment of the one-member LLC. An LLC with only one member / owner is automatically considered to be a sole proprietorship unless an election is made to be treated as a corporation. Thus, the sole member of an LLC will file (Form 1040), (U.S. Individual Income Tax Return), ideas for starting a business, grants for starting a business, starting a business from home, starting your own business - business ideas, starting a business on ebay, buying a business: legal requirements for starting a business, ideas for starting a business.
    Previous
    Next
    A business may be conducted by a company as an entity in its own right and comes into existence by incorporation under companies legislation which also regulates the running of the company and sets out the duties of its officers. In recent years trading trusts have been commonly used as the structure for carrying on a business with their main objective of tax minimization. A trust requires a trustee to act on behalf of a trust and it has been preferable to have a company newly incorporated to act as the trustee as it is believed that this limits the liability of the trust to the paid-up capital of the Trustee Company. A trust is formed by a gift or settlement being made to the trustee on behalf of the, as yet unformed, trust. A solicitor draws up a Trust Deed setting out the powers and formalizing the administration of the trust. The trust has beneficiaries rather than shareholders as in a company, who are entitled to distributions of capital and/or income and these distributions, are controlled by the trustee.
    Previous
    Next
    The distribution made to beneficiaries are subject to income tax as part of their personal income and are liable for provisional tax on these distributions. Citizens and residents of other countries may incorporate in the United Kingdom through the standard incorporation procedures set forth by each state. Provides UK company formations, trademark registration, registered office facilities and company secretary services. Professional company formation, register your company online, we may establish new business at one day. An online guide to starting up and expanding your business.
    Previous
    Next

    This is one of our most popular packages with worldwide customers, and includes: -

  • EQUICK-4 zvezdy :-****
  • Pomeniat' sro4no. Eto economy4 zvezdy. -

  • ECooonooomyy-4 zvezdy :-****
  • Premier blablabla 4 zvezdy. -

  • premier-4 zvezdy;)
  • Our Deluxe package is a fast and easy option, it is ideal for the UK, EU, and international small to medium businesses who wish to appoint a nominee director and a nominee secretary in order to maintain the anonymity of the real owner, and it includes: -

  • Incorporation of your company from scratch using one of our registered office addresses in London, our nominee director and nominee secretary. We can appoint your own candidate(s) to the role of shareholder(s), or you can appoint a nominee sharholder provided by Coddan;
  • The standard capital on formation is £1.00, this is divided into 1.00 ordinary share valued at £1.00 (a minimum of one share must be issued);
  • The formation of a limited company usually takes as little as four to six hours from the time that your application and payment are received by Coddan;
  • The government fee for incorporation is included in the price of this package;
    • The provision of a registered office address for 12 months is included in the price of this package (our registered office address service is charged annually);
    • The provision of a nominee secretary for 12 months is included in the price of this package (our nominee secretary service is charged annually);
    • The provision of a nominee director for 12 months is also included in the price of this package (our nominee director service is charged annually);

    The following two hard bound copies of corporate documents, will be send by post to you upon formation of your private limited company: -

  • A laminated copy of the certificate of incorporation of your company;
  • A hard bound copy of the memorandum and articles of association;
  • A hard bound copy of the minutes of the first meeting of directors;
  • Share certificates, and your company register;
  • The general power of attorney signed by a nominee director;
  • Pre-signed, undated resignation letter from a nominee director;
  • The agreement for the provision of nominee service and indemnification of nominee.
  • 2 zdezda deluxe. -

  • 2 zdezda deluxe)
  • 3 zdezda deluxe. -

  • 3 zdezda deluxe
  • 4 zdezda deluxe -

  • 4444444
  • This is our most popular package with the UK residents, and includes: -

  • The registration of your company from scratch using your own registered office address, and appoint your own candidates to the roles of director, secretary (if needed), and shareholder;
  • The standard capital on formation is £1.00, this is divided into 1.00 ordinary share valued at £1.00 (a minimum of one share must be issued);
  • The formation of a limited company usually takes as little as four to six hours from the time that your application and payment are received by Coddan;
  • The government fee for incorporation is included in the price of this package;
  • The following documents, which need to be printed and signed, will be e-mailed to you upon formation of your company: -

  • A certificate of incorporation (requires PDF file reader);
  • The memorandum & articles of association (requires PDF file reader);
  • The first meeting of the board of directors (requires PDF file reader);
  • Share certificates and a company register (requires PDF file reader).
  • *If you do not have an a valid address in the UK, which can be used as the registered office address for your company, please check our Economy package. The non-UK address cannot be acceptable as the office address for the UK company.

    This is our most popular package with the UK and EU residents, and includes: -

  • The registration your company from scratch using one of our registered office addresses, and appoint your own candidates to the roles of director, secretary (if needed), and shareholder;
  • The standard capital on formation is £1.00, this is divided into 1.00 ordinary share valued at £1.00 (a minimum of one share must be issued);
  • The formation of a limited company usually takes as little as four to six hours from the time that your application and payment are received by Coddan;
  • The government fee for incorporation is included in the price of this package;
    • The provision of a registered office address for 12 months is also included in the price of this package (our registered office address service is charged annually);

    The following documents, which need to be printed and signed, will be e-mailed to you upon formation of your company: -

  • A certificate of incorporation (requires PDF file reader);
  • The memorandum & articles of association (requires PDF file reader);
  • The first meeting of the board of directors (requires PDF file reader);
  • Share certificates and a company register (requires PDF file reader).
  • This is another one very popular package with worldwide customers, and includes: -

  • The formation of a company limited by guarantee usually takes as little as five to seven working days from the time that your application and payment are received by Coddan;
  • The incorporation your BVI company limited by guarantee from scratch using our registered agent & registered office address, and appoint your own candidate to the role of a members;
  • The government and initiation fees for incorporation are included in the price of this package;
  • The search for a company name availability, confirmation, and reservation;
  • An original certificate of incorporation
  • A hard bound copy of the memorandum & articles of association
  • The preparation and submission of the memorandum and articles of association;
  • A local registered office address and a local registered agent for 12 months are included in the price of this package (our registered agent & office address service are charged annually);
  • The provision of a nominee director for one year is also included in the price of this package (our nominee director service is charged annually);

  • To receive an original of the certificate of incorporation from the Companies Registrar usually takes as little as two to three days from the time of incorporation.
  • The following hard bound copy of corporate documents, will be posted to you upon formation of your company limited by guarantee: -

  • An original certificate of incorporation;
  • A hard bound copy of the memorandum and articles of association;
  • The minutes of the first meeting of the board of directors;
  • A completed register of directors and members;
  • An elegant printed membership certificates;
  • A pliers seal.
  • The general power of attorney signed by a nominee director (additional fee applies);
  • Pre-signed, undated resignation letter from a nominee director;
  • The agreement for the provision of a nominee service and indemnification of nominee.
  • This is our most popular package with international customers, and includes: -

  • The formation of a company limited by guarantee usually takes as little as five to seven working days from the time that your application and payment are received by Coddan;
  • The registration your BVI company limited by guarantee from scratch using our registered agent & registered office address, and appoint our own candidates to the role of a nominee director and a nominee member;
  • The government and initiation fees for incorporation are included in the price of this package;
  • The search for a company name availability, confirmation, and reservation;
  • The preparation and submission of the memorandum and articles of association;
  • A local registered office address and a local registered agent for one year are included in the price of this package (our registered agent & office address service are charged annually);
  • The provision of a nominee director for 12 months is included in the price of this package (our nominee director service is charged annually);
  • A completed register of directors and members
  • The provision of a nominee member for 12 months is also included in the price of this package (our nominee member service is charged annually);

  • To receive an original of the certificate of incorporation from the Companies Registrar usually takes as little as two to three days from the time of incorporation.
  • The following hard bound copy of corporate documents, will be posted to you upon formation of your company limited by guarantee: -

  • An original certificate of incorporation;
  • A hard bound copy of the memorandum and articles of association;
  • The minutes of the first meeting of the board of directors;
  • A completed register of directors and members;
  • An elegant printed membership certificates;
  • A pliers seal.
  • Pre-signed, undated letters of resignation from a nominee director and a nominee member;
  • A general power of attorney signed by a nominee director (additional fee applies);
  • A declaration of trust from a nominee member;
  • An indemnity letter for the power of attorney;
  • A nominee agreement which provides for the indemnification of the nominees.
  • This is another one of our most popular packages for small and medium size businesses, such as those being run by a sole director from home, and for companies owned by overseas residents who still need a local registered office address, but would rather not open a local office in the UK;

    This package is often chosen by such customers, who are looking to minimise a sole director' personal liability (and who are not quite familiar with the UK corporate legislation), because this package includes thye provision of a nominee secretary for 12 months. This package is also includes: -

  • The registration your company from scratch using one of our registered office addresses, and appoint your own candidates to the roles of director, and shareholder;
  • The standard capital on formation is £1.00, this is divided into 1.00 ordinary share valued at £1.00 (a minimum of one share must be issued);
  • The formation of a limited company usually takes as little as four to six hours from the time that your application and payment are received by Coddan;
  • The government fee for incorporation is included in the price of this package;
    • The provision of a registered office address for 12 months is included in the price of this package (our registered office address service is charged annually);
    • The provision of a nominee secretary for 12 months is also included in the price of this package (our nominee secretary service is charged annually);

    The following hard bound copy of the corporate documents, will be send by post to you, upon formation of your private limited company: -

  • A laminated copy of the certificate of incorporation of your company;
  • A hard bound copy of the memorandum and articles of association;
  • A hard bound copy of the minutes of the first meeting of directors;
  • Share certificates, and your company register.
  • This is another one very popular package with worldwide customers, and includes: -

  • The formation of a limited partnership usually takes as little as five to seven working days from the time that your application and payment are received by Coddan;
  • The incorporation your BVI offshore limited partnership from scratch using our registered agent & registered office address, and appoint your own candidate to the role of a general partner;
  • The government and initiation fees for registration are included in the price of this package;
  • The search for a limited partnership name availability, confirmation, and reservation;
  • The preparation and submission of the partnership agreement;
  • A local registered office address and a local registered agent for 12 months are included in the price of this package (our registered agent & office address service are charged annually);
  • The provision of a nominee limited partner for one year is also included in the price of this package (our nominee limited partner service is charged annually);

  • To receive an original of the certificate of incorporation from the Companies Registrar usually takes as little as two to three days from the time of incorporation.
  • The following hard bound copy of corporate documents, will be posted to you upon formation of your offshore company: -

  • An original certificate of incorporation;
  • A hard bound copy of the partnership agreement;
  • The minutes of the first meeting of the board of partners;
  • A completed register of partners;
  • An elegant printed membership certificates;
  • A pliers seal;
  • The general power of attorney signed by a nominee limited partner (additional fee applies);
  • Pre-signed, undated resignation letter from a nominee limited partner;
  • The agreement for the provision of a nominee service and indemnification of nominee.
  • This is our most popular package with international customers, and includes: -

    This is our most popular package with international customers, and includes: -

    Page 1 of 7
    Page 2 of 7
    Page 3 of 7
    Page 4 of 7
    Page 5 of 7
    Page 6 of 7
    Page 7 of 7
    Organization Structures Business, Incorporate Your Business Online, Incorporation Services at Affordable Prices, Learn About Incorporating and How to IncorporateSetting up a Business in United Kingdom, Incorporatin Business, Forming an LLC, Incorporate online in Delaware, Nevada, London, Florida, New YorkCompany UK Formation, Online UK Company Formation Agents, Plus a Wide Range of Ready-Made Companies Available and Vintage CompaniesWhat are the Advantages of Incorporation? You Can Now Form Your UK Limited Company Online Using Our Company Registration AgentHow Do I Get Started With the Registration Process? Company Formation & Registration of Offshore Companies Incorporation ServiceUK Limited Company Formation and Offshore Companies Incorporation Service, We Provide Online New Company Formations and Offshore Readymade CorporationSetting up a Business in United Kingdom, Cheap IBC Incorporation Offshore Anonymous Banking Internet Offshore Bank AccountUK Company Formation, Online Company Registration Agent Offering Same-Day Company Formation, Business BankingServices Include Companies Formation and Administration, Trademark, Intellectual Property, Company Search ServicesAn On-Line Resource to Setting-Up a Private Limited Company Without Hiring a Solicitor or Formation AgenStarting a Business Information, Advice and Information for Starting a New Business in the UK Including UK Business Start-UpHelp in Starting Up a Business Up-to-Date Advice and Strategies, Start Your Own Business and Gain Your Independence!Incorporate a Business in Any State, London, Glasgow, Form an LLC, Conduct a Trademark Search OnlineSmall Business Resources for Starting a Small Business, Small Business Marketing
    Finance Act 2000
    2000 Chapter 17 - continued
    SCHEDULE 15, THE CORPORATE VENTURING SCHEME - continued

    back to previous text
     
     PART III
     THE ISSUING COMPANY
     
    Introduction
         15. The issuing company is a qualifying issuing company in relation to the relevant shares if the requirements of this Part are met as to-
     
     
      (a) unquoted status (see paragraph 16);
     
      (b) independence (see paragraph 17);
     
      (c) individual-owners (see paragraph 18);
     
      (d) partnerships and joint ventures (see paragraph 19);
     
      (e) qualifying subsidiaries (see paragraph 20);
     
      (f) gross assets (see paragraph 22); and
     
      (g) trading activities (see paragraph 23).
     
    The "unquoted status" requirement
         16. - (1) The unquoted status requirement is that, at the time the relevant shares are issued, none of the issuing company's shares, debentures or other securities is (and there are no arrangements in existence for any of them to be)-
     
     
      (a) listed on a recognised stock exchange,
     
      (b) listed on a designated exchange in a country outside the United Kingdom, or
     
      (c) dealt in outside the United Kingdom by such means as may be designated.
          This is subject to sub-paragraph (3).
     
         (2) The unquoted status requirement applies whether or not the company is resident in the United Kingdom.
     
         (3) The unquoted status requirement is treated as not met if at the time the relevant shares are issued-
     
     
      (a) arrangements are in existence for the issuing company to become a subsidiary of another company ("the new company") by virtue of an exchange of shares, or shares and securities, in relation to which paragraph 83 (certain exchanges resulting in acquisition of share capital by new company) applies, and
     
      (b) arrangements have been made with a view to any of the new company's shares, debentures or other securities being listed or dealt in as mentioned in paragraph (a), (b) or (c) of sub-paragraph (1).
         (4) For the purposes of sub-paragraph (1) "designated" means designated by an order ("a designation order") made for the purposes of subsection (1B) of section 312 of the Taxes Act 1988 (definition of "unquoted company" for the purposes of EIS).
     
         (5) Where the issuing company meets the unquoted status requirement when the relevant shares are issued, it shall not cease to meet it by virtue of-
     
     
      (a) any designation order, or
     
      (b) any order under section 841 of the Taxes Act 1988 (designation of exchange as "recognised stock exchange"),
     made after that time.
     
     
    The independence requirement
         17. - (1) The independence requirement is that-
     
     
      (a) the issuing company is not, at any time during the qualification period relating to the relevant shares-
     
        (i) a 51% subsidiary of another company, or
     
        (ii) under the control of another company (or of another company and any other person connected with that other company), without being a 51% subsidiary of that other company, and
     
      (b) no arrangements are in existence at any time during that period by virtue of which the company could become such a subsidiary or fall under such control (whether during that period or otherwise).
         (2) For the purposes of sub-paragraph (1)(b) arrangements with a view to such an exchange of shares, or shares and securities, as is mentioned in paragraph 83(1) (certain exchanges resulting in acquisition of share capital by new company) shall be disregarded.
     
         (3) In this paragraph "control" has the meaning given by section 840 of the Taxes Act 1988.
     
     
    The "individual-owners" requirement
         18. - (1) The "individual-owners" requirement is that, throughout the qualification period relating to the relevant shares, at least 20% of the ordinary share capital of the issuing company is beneficially owned by one or more independent individuals.
     
         (2) For the purposes of sub-paragraph (1) "independent individual" means an individual who is not, at any time during that period when he holds ordinary shares in the issuing company-
     
     
      (a) a director or employee of-
     
        (i) the investing company, or
     
        (ii) any company connected with that company, or
     
      (b) a relative of such a director or employee.
         For this purpose "relative" means husband or wife, parent or remoter forebear or child or remoter issue.
     
         (3) Where part of the ordinary share capital of the issuing company forms part of the estate of a deceased person who immediately before his death-
     
     
      (a) was the beneficial owner of the shares in question, and
     
      (b) was an independent individual for the purposes of sub-paragraph (1),
     the shares in question shall, by virtue of this sub-paragraph, continue to be treated as beneficially owned by an independent individual for the purposes of sub-paragraph (1) until such time as they cease to form part of the deceased's estate.
     
     
    The partnerships and joint ventures requirement
         19. - (1) The requirement as to partnerships and joint ventures is that neither the issuing company nor any of its qualifying subsidiaries is at any time during the qualification period relating to the relevant shares-
     
     
      (a) a member of a partnership falling within sub-paragraph (2), or
     
      (b) a party to a joint venture falling within sub-paragraph (3).
         (2) A partnership of which the issuing company, or any of its qualifying subsidiaries, is a member falls within this paragraph at any time when-
     
     
      (a) the relevant trade is being carried on, or to be carried on, by the partners in partnership,
     
      (b) the other partners include at least one other company, and
     
      (c) the same person (or persons) are the beneficial owner (or owners) of more than 75% of the issued share capital or the ordinary share capital of both-
     
        (i) the issuing company, and
     
        (ii) at least one of the other partners.
         (3) A joint venture to which the issuing company, or any of its qualifying subsidiaries, is a party falls within this paragraph at any time when-
     
     
      (a) the relevant trade is being carried on, or to be carried on, by that party in its capacity as a party to the joint venture,
     
      (b) the other parties include at least one other company, and
     
      (c) the same person (or persons) are the beneficial owner (or owners) of more than 75% of the issued share capital or the ordinary share capital of both-
     
        (i) the issuing company, and
     
        (ii) at least one of the other parties.
         (4) For the purposes of sub-paragraphs (2) and (3)-
     
     
      (a) "the relevant trade" means any trade by reference to which the trading activities requirement is met in respect of the issuing company in relation to the relevant shares; and
     
      (b) there shall be attributed to any person any issued share capital or ordinary share capital held by any other person who is an associate of his.
     
    The qualifying subsidiaries requirement
         20. - (1) The issuing company is not a qualifying issuing company in relation to the relevant shares if, at any time during the qualification period relating to those shares, it has a subsidiary which is not a qualifying subsidiary.
     
         (2) For this purpose-
     
     
      (a) "subsidiary" means any company which the company controls, either on its own or together with any person connected with it; and
     
      (b) the question whether a person controls a company shall be determined in accordance with section 416(2) to (6) of the Taxes Act 1988.
     
    Meaning of "qualifying subsidiary"
         21. - (1) A company ("the subsidiary") is a qualifying subsidiary of another company ("the relevant company") if the following conditions are met.
     
         (2) The conditions are that-
     
     
      (a) the relevant company or another of its subsidiaries possesses not less than 75% of the issued share capital of, and not less than 75% of the voting power in, the subsidiary;
     
      (b) the relevant company or another of its subsidiaries would-
     
        (i) in the event of a winding up of the subsidiary, or
     
        (ii) in any other circumstances,
     
      be beneficially entitled to receive not less than 75% of the assets of the subsidiary which would then be available for distribution to the shareholders of the subsidiary;
     
      (c) the relevant company or another of its subsidiaries is beneficially entitled to not less than 75% of any profits of the subsidiary which are available for distribution to the shareholders of the subsidiary;
     
      (d) no person other than the relevant company or another of its subsidiaries has control of the subsidiary within the meaning of section 840 of the Taxes Act 1988; and
     
      (e) no arrangements are in existence by virtue of which the conditions in paragraphs (a) to (d) would cease to be met.
         (3) The subsidiary shall not be regarded as ceasing to be a company in relation to which the conditions in sub-paragraph (2) are met by reason only of-
     
     
      (a) anything done as a consequence of the subsidiary, or any other company, being in administration or receivership, or
     
      (b) the subsidiary, or any other company, being wound up or dissolved without winding up,
     if sub-paragraph (4) applies.
     
         (4) This paragraph applies where-
     
     
      (a) in a case within sub-paragraph (3)(a)-
     
        (i) the making of the order within paragraph (a) or, as the case may be, (b) of paragraph 102(4) (administration orders and orders for appointment of receiver etc.), and
     
        (ii) everything done as a consequence of the company being in administration or receivership, or
     
      (b) in a case within sub-paragraph (3)(b), the winding up or dissolution,
     is for commercial reasons and is not part of a scheme or arrangement the main purpose or one of the main purposes of which is the avoidance of tax.
     
         (5) The subsidiary shall not be regarded, at any time when arrangements are in existence for the disposal by the relevant company or (as the case may be) by another subsidiary of that company of all its interest in the subsidiary in question, as having ceased on that account to be a qualifying subsidiary if the disposal is to be for commercial reasons and not part of a scheme or arrangement the main purpose of which, or one of the main purposes of which, is the avoidance of tax.
     
     
    The gross assets requirement
         22. - (1) The gross assets requirement in the case of a single company is that the value of the company's gross assets-
     
     
      (a) does not exceed £15 million immediately before the issue of the relevant shares, and
     
      (b) does not exceed £16 million immediately afterwards.
         (2) The gross assets requirement in the case of a parent company is that the consolidated value of the group assets-
     
     
      (a) does not exceed £15 million immediately before the issue of the relevant shares, and
     
      (b) does not exceed £16 million immediately afterwards.
         (3) The consolidated value of the group assets means the aggregate value of the gross assets of the group, disregarding any that consist in rights against, or shares in or securities of, another group company.
     
     
    The trading activities requirement
         23. - (1) The issuing company is not a qualifying issuing company in relation to the relevant shares unless it meets the trading activities requirement throughout the qualification period relating to those shares.
     
         (2) The trading activities requirement in the case of a single company is that the company-
     
     
      (a) disregarding any incidental purposes, exists wholly for the purpose of carrying on one or more qualifying trades, and
     
      (b) is carrying on a qualifying trade or preparing to do so.
         (3) The trading activities requirement in the case of a parent company is that-
     
     
      (a) the business of the group does not consist wholly or as to a substantial part in the carrying on of non-qualifying activities, and
     
      (b) at least one group company-
     
        (i) disregarding any incidental purposes, exists wholly for the purpose of carrying on one or more qualifying trades, and
     
        (ii) is carrying on a qualifying trade or preparing to do so.
         (4) For this purpose the business of the group means what would be the business of the group if the activities of the group companies taken together were regarded as one business.
     
         (5) The requirement of sub-paragraph (2) or (3) is not met at any time by reason of the issuing company or a subsidiary preparing to carry on a qualifying trade if the company or subsidiary does not begin to carry on the trade within two years after the issue of the relevant shares.
     
         (6) For the purposes of determining whether the company falls within sub-paragraph (2)(a) or (3)(b)(i), the purposes for which it exists shall be disregarded to the extent that they consist in the carrying on of the following activities-
     
     
      (a) in the case of a single company, the holding and managing of property used by the company for one or more qualifying trades carried on by it,
     
      (b) in the case of a group company, any activities within sub-paragraph (7)(a), (b) or (d), and
     
      (c) in any case, the holding of shares to which investment relief is attributable, unless the holding of such shares amounts to a substantial part of the company's business.
         (7) For the purposes of determining the business of a group, activities of a group company shall be disregarded to the extent that they consist in-
     
     
      (a) the holding of shares in or securities of, or the making of loans to, another group company;
     
      (b) the holding and managing of property used by a group company for the purposes of one or more qualifying trades carried on by a group company;
     
      (c) the holding of shares to which investment relief is attributable, unless the holding of such shares amounts to a substantial part of the company's business, or
     
      (d) incidental activities of a company which meets the trading activities requirement for a single company.
         (8) In sub-paragraph (3)(a) "non-qualifying activities" means-
     
     
      (a) excluded activities other than-
     
        (i) the letting of ships to which paragraph 28 applies (ships other than oil rigs or pleasure craft) in circumstances where the requirement of sub-paragraph (2) of that paragraph is met; or
     
        (ii) the receiving of royalties or licence fees within paragraph 29 in circumstances where the requirements mentioned in sub-paragraph (2) of that paragraph are met; and
     
      (b) activities carried on otherwise than in the course of a trade.
         (9) In this paragraph-
     
     
      (a) "incidental purposes" means purposes having no significant effect (other than in relation to incidental matters) on the extent of the activities of the company in question;
     
      (b) "incidental activities" means activities carried on in pursuance of incidental purposes.
     
    Ceasing to meet trading activities requirement by reason of administration, receivership, etc.
         24. - (1) A company which is in administration or receivership shall not be regarded as ceasing to meet the trading activities requirement by reason of anything done as a consequence of the company, or any of its qualifying subsidiaries, being in administration or receivership.
     
          This sub-paragraph has effect subject to sub-paragraphs (2) and (3).
     
         (2) Sub-paragraph (1) applies only if-
     
     
      (a) the making of the order within paragraph (a) or, as the case may be, (b) of paragraph 102(4) (administration orders and orders for appointment of receiver etc.), and
     
      (b) everything done as a consequence of the company being in administration or receivership,
     is for commercial reasons and is not part of a scheme or arrangement the main purpose or one of the main purposes of which is the avoidance of tax.
     
         (3) A company ceases to meet the trading activities requirement if-
     
     
      (a) a resolution is passed, or an order is made, for the winding up of the company or any of its qualifying subsidiaries (or, in the case of a winding up otherwise than under the Insolvency Act 1986 or the Insolvency (Northern Ireland) Order 1989, any other act is done for the like purpose), or
     
      (b) the company, or any of its qualifying subsidiaries, is dissolved without winding up.
          This is subject to sub-paragraph (4).
     
         (4) A company shall not be regarded as ceasing to meet the trading activities requirement if-
     
     
      (a) it does so by reason of the company or any of its subsidiaries being wound up or dissolved without winding up, and
     
      (b) the winding up or dissolution is for commercial reasons and not part of a scheme or arrangement the main purpose or one of the main purposes of which is the avoidance of tax.
     
    Meaning of "qualifying trade"
         25. - (1) A trade is a qualifying trade if-
     
     
      (a) it is carried on wholly or mainly in the United Kingdom,
     
      (b) it is conducted on a commercial basis and with a view to the realisation of profits, and
     
      (c) it does not consist wholly or as to a substantial part in the carrying on of excluded activities.
         (2) The carrying on of activities of research and development from which it is intended that a connected qualifying trade will be derived or benefit is treated as the carrying on of a qualifying trade.
     
         But preparing to carry on such activities does not count as preparing to carry on a qualifying trade.
     
         (3) For the purposes of sub-paragraph (2) a "connected qualifying trade" means a qualifying trade carried on-
     
     
      (a) by the company carrying on the activities of research and development, or
     
      (b) if that company is a member of a group, by any other group company.
     
    Excluded activities
         26. - (1) The following are excluded activities-
     
     
      (a) dealing in land, in commodities or futures or in shares, securities or other financial instruments;
     
      (b) dealing in goods otherwise than in the course of an ordinary trade of wholesale or retail distribution;
     
      (c) banking, insurance, money-lending, debt-factoring, hire-purchase financing or other financial activities;
     
      (d) leasing (including letting ships on charter or other assets on hire) or receiving royalties or other licence fees;
     
      (e) providing legal or accountancy services;
     
      (f) property development;
     
      (g) farming or market gardening;
     
      (h) holding, managing or occupying woodlands, any other forestry activities or timber production;
     
      (i) operating or managing hotels or comparable establishments or managing property used as a hotel or comparable establishment; and
     
      (j) operating or managing nursing homes or residential care homes, or managing property used as a nursing home or residential care home.
         (2) Sub-paragraph (1) is supplemented by the following provisions-
     
     
      paragraph 27 (wholesale and retail distribution);
     
      paragraph 28 (leasing of ships);
     
      paragraph 29 (receipt of royalties and licence fees);
     
      paragraph 30 (property development);
     
      paragraph 31 (hotels and comparable establishments);
     
      paragraph 32 (nursing homes and residential care homes); and
     
      paragraph 33 (provision of facilities for another business).
     
    Excluded activities: wholesale and retail distribution
         27. - (1) This paragraph supplements paragraph 26(1)(b).
     
         (2) A trade of wholesale distribution is one in which the goods are offered for sale and sold to persons for resale by them, or for processing and resale by them, to members of the general public for their use or consumption.
     
         (3) A trade of retail distribution is one in which the goods are offered for sale and sold to members of the general public for their use or consumption.
     
         (4) A trade is not an ordinary trade of wholesale or retail distribution if-
     
     
      (a) it consists, to a substantial extent, in dealing in goods of a kind which are collected or held as an investment, or in that activity and any other excluded activity taken together, and
     
      (b) a substantial proportion of those goods are held by the company for a period which is significantly longer than the period for which a vendor would reasonably be expected to hold them while endeavouring to dispose of them at their market value.
         (5) In determining whether a trade carried on by any person is an ordinary trade of wholesale or retail distribution, regard shall be had to the extent to which it has the following features-
     
     
      (a) the goods are bought by that person in quantities larger than those in which he sells them;
     
      (b) the goods are bought and sold by that person in different markets;
     
      (c) that person employs staff and incurs expenses in the trade in addition to the cost of the goods and, in the case of a trade carried on by a company, to any remuneration paid to any person connected with it;
     
      (d) there are purchases or sales from or to persons who are connected with that person;
     
      (e) purchases are matched with forward sales or vice versa;
     
      (f) the goods are held by that person for longer than is normal for goods of the kind in question;
     
      (g) the trade is carried on otherwise than at a place or places commonly used for wholesale or retail trade;
     
      (h) that person does not take physical possession of the goods.
         (6) The features specified in sub-paragraph (5)(a) to (c) are indications that the trade is such an ordinary trade.
     
         Those in sub-paragraph (5)(d) to (h) are indications of the contrary.
     
     
    Excluded activities: leasing of ships
         28. - (1) This paragraph supplements paragraph 26(1)(d) so far as it relates to the leasing of ships other than oil rigs or pleasure craft.
     
         (2) A trade shall not be treated as not being a qualifying trade by reason only of its consisting in letting such ships on charter if the following requirements are met-
     
     
      (a) every ship let on charter by the company carrying on the trade is beneficially owned by the company;
     
      (b) every ship beneficially owned by the company is registered in the United Kingdom;
     
      (c) the company is solely responsible for arranging the marketing of the services of its ships; and
     
      (d) the conditions mentioned in sub-paragraph (3) are satisfied in relation to every letting of a ship on charter by the company.
         (3) The conditions are that-
     
     
      (a) the letting is for a period not exceeding 12 months and no provision is made at any time (whether in the charterparty or otherwise) for extending it beyond that period otherwise than at the option of the charterer;
     
      (b) during the period of the letting there is no provision in force (whether by virtue of being contained in the charterparty or otherwise) for the grant of a new letting to end, otherwise than at the option of the charterer, more than 12 months after that provision is made;
     
      (c) the letting is by way of a bargain made at arm's length between the company and a person who is not connected with it;
     
      (d) under the terms of the charter the company is responsible as principal-
     
        (i) for taking, throughout the period of the charter, management decisions in relation to the ship, other than those of a kind generally regarded by persons engaged in trade of the kind in question as matters of husbandry; and
     
        (ii) for defraying all expenses in connection with the ship throughout that period, or substantially all such expenses, other than those directly incidental to a particular voyage or to the employment of the ship during that period;
     
      and
     
      (e) no arrangements exist by virtue of which a person other than the company may be appointed to be responsible for the matters mentioned in paragraph (d) on behalf of the company.
         (4) In relation to any letting between one company and another where-
     
     
      (a) one of those companies is the company carrying on the trade and the other is a qualifying subsidiary of that company, or
     
      (b) both companies are qualifying subsidiaries of the company carrying on the trade,
     sub-paragraph (3) has effect with the omission of paragraph (c).
     
         (5) Where any of the requirements in sub-paragraph (2) are not met in relation to any lettings, the trade shall not thereby be treated as not a qualifying trade if those lettings and any other excluded activities do not, taken together, amount to a substantial part of the trade.
     
         (6) In this paragraph-
     
     
      "oil rig" means any ship which is an offshore installation for the purposes of the Mineral Workings (Offshore Installations) Act 1971; and
     
      "pleasure craft" means any ship of a kind primarily used for sport or recreation.
     
    Excluded activities: receipt of royalties and licence fees
         29. - (1) This paragraph supplements paragraph 26(1)(d) so far as it relates to the receipt of royalties and licence fees.
     
         (2) A trade shall not be regarded as not being a qualifying trade by reason only that at some time in the qualification period relating to the relevant shares it consists to a substantial extent in the receiving of royalties or licence fees if the royalties and licence fees (or all but for a part that is not a substantial part in terms of value) are attributable to the exploitation of relevant intangible assets.
     
         (3) For this purpose an intangible asset is a "relevant intangible asset" if the whole or greater part (in terms of value) of it has been created-
     
     
      (a) by the company carrying on the trade, or
     
      (b) by a company which at all times during which it created the asset was-
     
        (i) the parent company of the company carrying on the trade, or
     
        (ii) a qualifying subsidiary of that parent company.
         (4) In this paragraph "intangible asset" means any asset which falls to be treated as an intangible asset in accordance with normal accounting practice.
     
          For this purpose "normal accounting practice" means normal accounting practice in relation to the accounts of companies incorporated in any part of the United Kingdom.
     
         (5) In the case of a relevant asset that is intellectual property, references in this paragraph to the creation of the asset by a company are to its creation in circumstances in which the right to exploit it vests in the company (whether alone or jointly with others).
     
         (6) In sub-paragraph (5) "intellectual property" means-
     
     
      (a) any patent, trade mark, registered design, copyright, design right, performer's right or plant breeder's right; and
     
      (b) any rights under the law of a country or territory outside the United Kingdom which correspond or are similar to those falling within paragraph (a).
     
    Excluded activities: property development
         30. - (1) This paragraph supplements paragraph 26(1)(f).
     
         (2) "Property development" means the development of land-
     
     
      (a) by a company which has, or at any time has had, an interest in the land, and
     
      (b) with the sole or main object of realising a gain from the disposal of an interest in the land when it is developed.
         (3) For this purpose "interest in land" means, subject to sub-paragraph (4)-
     
     
      (a) any estate, interest or right in or over land, including any right affecting the use or disposition of land, or
     
      (b) any right to obtain such an estate, interest or right from another which is conditional on the other's ability to grant it.
         (4) References in this paragraph to an interest in land do not include-
     
     
      (a) the interest of a creditor (other than a creditor in respect of a rentcharge) whose debt is secured by way of mortgage, an agreement for a mortgage or a charge of any kind over land, or
     
      (b) in the case of land in Scotland, the interest of a creditor in a charge or security of any kind over land.
     
    Excluded activities: hotels and comparable establishments
         31. - (1) This paragraph supplements paragraph 26(1)(i).
     
         (2) The reference to a comparable establishment is to a guest house, hostel or other establishment the main purpose of maintaining which is the provision of facilities for overnight accommodation (with or without catering services).
     
         (3) The activities of a person shall not be taken to fall within paragraph 26(1)(i) unless that person has an estate or interest in, or is in occupation of, the hotel or comparable establishment in question.
     
     
    Excluded activities: nursing homes and residential care homes
         32. - (1) This paragraph supplements paragraph 26(1)(j).
     
         (2) "Nursing home" means an establishment that exists wholly or mainly for the provision of nursing care-
     
     
      (a) for persons suffering from sickness, injury or infirmity, or
     
      (b) for women who are pregnant or have given birth to children.
         (3) "Residential care home" means an establishment that exists wholly or mainly for the provision of residential accommodation, together with board and personal care, for persons in need of personal care by reason of-
     
     
      (a) old age,
     
      (b) mental or physical disability,
     
      (c) past or present dependence on alcohol or drugs,
     
      (d) any past illness, or
     
      (e) past or present mental disorder.
         (4) The activities of a person shall not be taken to fall within paragraph 26(1)(j) unless that person has an estate or interest in, or is in occupation of, the nursing home or residential care home in question.
     
     
    Excluded activities: provision of facilities for another business
         33. - (1) Providing services or facilities for a business carried on by another person is an excluded activity if-
     
     
      (a) the business consists to a substantial extent of excluded activities within sub-paragraph 26(1), and
     
      (b) a controlling interest in the business is held by a person who also has a controlling interest in the business carried on by the company providing the services or facilities.
         (2) Sub-paragraphs (3) to (5) define what is meant by a controlling interest in a business for the purposes of sub-paragraph (1)(b).
     
         (3) In the case of a business carried on by a company, a person has a controlling interest if-
     
     
      (a) he controls the company,
     
      (b) the company is a close company and he or an associate of his, being a director of the company, either-
     
        (i) is the beneficial owner of more than 30% of the ordinary share capital of the company, or
     
        (ii) is able, directly or through the medium of other companies or by any other indirect means, to control more than 30% of that share capital,
     
      or
     
      (c) not less than half of the business could, in accordance with section 344(2) of the Taxes Act 1988, be regarded as belonging to him for the purposes of section 343 of that Act.
         (4) In any other case, a person has a controlling interest in a business if he is entitled to not less than half of the assets used for, or of the income arising from, the business.
     
         (5) For the purposes of sub-paragraph (3)(a) the question whether a person controls a company shall be determined in accordance with section 416(2) to (6) of the Taxes Act 1988.
     
         (6) For the purposes of this paragraph-
     
     
      (a) there shall be attributed to any person any rights or powers of any other person who is an associate of his, and
     
      (b) "business" includes any trade, profession or vocation.
     continue
     
     

     previous sectioncontents
     
     
     Other UK Acts | Home | Scotland Legislation | Wales Legislation | Company Formation Online | Company Formations in Republic of Ireland | Company Registration in Northern Ireland | Incorporate in California, Nevada, Florida and New York | Incorporate Offshore

    © Crown copyright 2000
    Prepared 7 August 2000



    Company Formation UK - Did you know that you can incorporate a UK company without any of the shareholders or directors having to live in the UK or be UK citizens? And did you know that you could do such a UK company formations with our company formation UK site, Ukincorp, for 42.00 pounds all-up with your credit card? - Company Formations UK.
    Finance Act 2000 is reproduced under the terms of Crown Copyright Policy Guidance issued by HMSO.
    Publishing Rights: Coddan CPM Core Licence (HMSO) number is C02W0007897 issued on 25 November 2005 by HMSO Licensing Division (Core Licence.pdf Licence to reproduce public sector information).
    Copyright © 1993-2012. All rights reserved. The logo and the Coddan company brand are registered trademarks of Coddan CPM Ltd. Coddan CPM Ltd is a private limited company registered in England, whose registered number is 05370296, and whose registered office address is 124 Baker street, London W1U 6TY, VAT registered number is 864 142 527. Coddan CPM Ltd is committed to respecting the data which we hold on you. Your details are processed and kept securely in accordance with the Data Protection Act 1998, DTA registration number is PZ9265799. The content of this site is protected under applicable copyright and trademark laws. Personal use of material is permitted for research and/or information purposes only.

    Limited company formation and small business start-up advice - we are offering companies registrations in England, Wales, Scotland, Northern Ireland, Republic of Ireland, USA and offshore jurisdictions. Our simple and cost-effective business starting-up service has various packages available to suit all needs. Expert advice and cost efficient business registration services to assist companies with their statutory obligations, including business administration, bookkeeping, accounting and annual accounting and annual return preparation. We can also help you to introduce and arrange a business bank account in the United Kingdom, Republic of Ireland, Cyprus, Gibraltar and in many other offshore countries.

    All content within this site, including, but not limited to text, software, graphics, logos, icons and images are the property of the Coddan CPM Ltd. Except as provided herein, no portion of the materials on these pages may be reprinted or republished in any form without the express written permission of Coddan CPM Ltd. Permission is granted to print copies of informational articles for your own use and review, provided that source attributions and copyright notices are maintained. All of the information contained on this web site is not meant to be advice, nor should it be followed. The information on this site pertains to UK law only and is offered as a public service. It is not intended to give legal advice about a specific legal problem, nor does it create an attorney-client relationship. Due to the importance of the individual facts of every case, the generalizations we make may not necessarily be applicable to any particular case. Changes in the law could at any time make parts of this web site obsolete. Coddan does not represent nor warrant the accuracy of any of the information contained herein, nor should it be relied upon.

    Due to the introduction of the Anti Money Laundering Regulations 2007 it is now a legal requirement that all trusts and company service providers are MLR registered. Coddan CPM Limited has been granted an MLR Registration Number 12298927. This means that we have passed the fit and proper test and successfully applied for and received confirmation from HM Customs and Excise. Please be aware that any formation agent operating without being MLR registered is not complying with the Law. We would strongly advise you to ask for an MLR number prior to processing a formation through any agent.

    In the event of Companies House rejecting an application or submission you will have three days to re-submit the application with appropriate corrections at no extra charge. We reserve the right to cancel the contract between us if one or more of the goods or services that you ordered were listed at an incorrect price due to a typographical error or an error in the pricing information received by us from our supplier. If we do cancel your order for this reason, we will notify you by email and will credit your account with any sum deducted by us from your credit card as soon as possible but in any event within 30 days of your order. We will not be obliged to offer any additional compensation for disappointment suffered. Products are delivered using Royal Mail recorded delivery post, or e-mail (as appropriate), unless otherwise stated. Where you request an alternative method of delivery, you must meet those costs. Services are provided using reasonable skill and care. Products and services will be provided in accordance with the timescales set out in the Consumer Protection (Distance Selling) Regulations 2000 unless otherwise agreed with you. Website Last Updated: 5/22/2012