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

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  • 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: -

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    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
    Financial Services and Markets Act 2000
    2000 Chapter c.8 - continued

    back to previous text
     
     
     

     
     
     
    SCHEDULE 11
     
     OFFERS OF SECURITIES
     
    The general rule
         1. - (1) A person offers securities to the public in the United Kingdom if-
     
     
      (a) to the extent that the offer is made to persons in the United Kingdom, it is made to the public; and
     
      (b) the offer is not an exempt offer.
         (2) For this purpose, an offer which is made to any section of the public, whether selected-
     
     
      (a) as members or debenture holders of a body corporate,
     
      (b) as clients of the person making the offer, or
     
      (c) in any other manner,
     is to be regarded as made to the public.
     
     
    Exempt offers
         2. - (1) For the purposes of this Schedule, an offer of securities is an "exempt offer" if, to the extent that the offer is made to persons in the United Kingdom-
     
     
      (a) the condition specified in any of paragraphs 3 to 24 is satisfied in relation to the offer; or
     
      (b) the condition specified in one relevant paragraph is satisfied in relation to part, but not the whole, of the offer and, in relation to each other part of the offer, the condition specified in a different relevant paragraph is satisfied.
         (2) The relevant paragraphs are 3 to 8, 12 to 18 and 21.
     
     
    Offers for business purposes
         3. The securities are offered to persons-
     
     
      (a) whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses, or
     
      (b) who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses,
     or are otherwise offered to persons in the context of their trades, professions or occupations.
     
     
    Offers to limited numbers
         4. - (1) The securities are offered to no more than fifty persons.
     
         (2) In determining whether this condition is satisfied, the offer is to be taken together with any other offer of the same securities which was-
     
     
      (a) made by the same person;
     
      (b) open at any time within the period of 12 months ending with the date on which the offer is first made; and
     
      (c) not an offer to the public in the United Kingdom by virtue of this condition being satisfied.
         (3) For the purposes of this paragraph-
     
     
      (a) the making of an offer of securities to trustees or members of a partnership in their capacity as such, or
     
      (b) the making of such an offer to any other two or more persons jointly,
     is to be treated as the making of an offer to a single person.
     
     
    Clubs and associations
         5. The securities are offered to the members of a club or association (whether or not incorporated) and the members can reasonably be regarded as having a common interest with each other and with the club or association in the affairs of the club or association and in what is to be done with the proceeds of the offer.
     
     
    Restricted circles
         6. - (1) The securities are offered to a restricted circle of persons whom the offeror reasonably believes to be sufficiently knowledgeable to understand the risks involved in accepting the offer.
     
         (2) In determining whether a person is sufficiently knowledgeable to understand the risks involved in accepting an offer of securities, any information supplied by the person making the offer is to be disregarded, apart from information about-
     
     
      (a) the issuer of the securities; or
     
      (b) if the securities confer the right to acquire other securities, the issuer of those other securities.
     
    Underwriting agreements
         7. The securities are offered in connection with a genuine invitation to enter into an underwriting agreement with respect to them.
     
     
    Offers to public authorities
         8. - (1) The securities are offered to a public authority.
     
         (2) "Public authority" means-
     
     
      (a) the government of the United Kingdom;
     
      (b) the government of any country or territory outside the United Kingdom;
     
      (c) a local authority in the United Kingdom or elsewhere;
     
      (d) any international organisation the members of which include the United Kingdom or another EEA State; and
     
      (e) such other bodies, if any, as may be specified.
     
    Maximum consideration
         9. - (1) The total consideration payable for the securities cannot exceed 40,000 euros (or an equivalent amount).
     
         (2) In determining whether this condition is satisfied, the offer is to be taken together with any other offer of the same securities which was-
     
     
      (a) made by the same person;
     
      (b) open at any time within the period of 12 months ending with the date on which the offer is first made; and
     
      (c) not an offer to the public in the United Kingdom by virtue of this condition being satisfied.
         (3) An amount (in relation to an amount denominated in euros) is an "equivalent amount" if it is an amount of equal value, calculated at the latest practicable date before (but in any event not more than 3 days before) the date on which the offer is first made, denominated wholly or partly in another currency or unit of account.
     
     
    Minimum consideration
         10. - (1) The minimum consideration which may be paid by any person for securities acquired by him pursuant to the offer is at least 40,000 euros (or an equivalent amount).
     
         (2) Paragraph 9(3) also applies for the purposes of this paragraph.
     
     
    Securities denominated in euros
         11. - (1) The securities are denominated in amounts of at least 40,000 euros (or an equivalent amount).
     
         (2) Paragraph 9(3) also applies for the purposes of this paragraph.
     
     
    Takeovers
         12. - (1) The securities are offered in connection with a takeover offer.
     
         (2) "Takeover offer" means-
     
     
      (a) an offer to acquire shares in a body incorporated in the United Kingdom which is a takeover offer within the meaning of the takeover provisions (or would be such an offer if those provisions applied in relation to any body corporate);
     
      (b) an offer to acquire all or substantially all of the shares, or of the shares of a particular class, in a body incorporated outside the United Kingdom; or
     
      (c) an offer made to all the holders of shares, or of shares of a particular class, in a body corporate to acquire a specified proportion of those shares.
         (3) "The takeover provisions" means-
     
     
      (a) Part XIIIA of the Companies Act 1985; or
     
      (b) in relation to Northern Ireland, Part XIVA of the Companies (Northern Ireland) Order 1986.
         (4) For the purposes of sub-paragraph (2)(b), any shares which the offeror or any associate of his holds or has contracted to acquire are to be disregarded.
     
         (5) For the purposes of sub-paragraph (2)(c), the following are not to be regarded as holders of the shares in question-
     
     
      (a) the offeror;
     
      (b) any associate of the offeror; and
     
      (c) any person whose shares the offeror or any associate of the offeror has contracted to acquire.
         (6) "Associate" has the same meaning as in-
     
     
      (a) section 430E of the Companies Act 1985; or
     
      (b) in relation to Northern Ireland, Article 423E of the Companies (Northern Ireland) Order 1986.
     
    Mergers
         13. The securities are offered in connection with a merger (within the meaning of Council Directive No. 78/855/EEC).
     
     
    Free shares
         14. - (1) The securities are shares and are offered free of charge to any or all of the holders of shares in the issuer.
     
         (2) "Holders of shares" means the persons who at the close of business on a date-
     
     
      (a) specified in the offer, and
     
      (b) falling within the period of 60 days ending with the date on which the offer is first made,
     were holders of such shares.
     
     
    Exchange of shares
         15. The securities-
     
     
      (a) are shares, or investments of a specified kind relating to shares, in a body corporate, and
     
      (b) are offered in exchange for shares in the same body corporate,
     and the offer cannot result in any increase in the issued share capital of the body corporate.
     
     
    Qualifying persons
         16. - (1) The securities are issued by a body corporate and are offered-
     
     
      (a) by the issuer, by a body corporate connected with the issuer or by a relevant trustee;
     
      (b) only to qualifying persons; and
     
      (c) on terms that a contract to acquire any such securities may be entered into only by the qualifying person to whom they were offered or, if the terms of the offer so permit, any qualifying person.
         (2) A person is a "qualifying person", in relation to an issuer, if he is a genuine employee or former employee of the issuer or of another body corporate in the same group or the wife, husband, widow, widower or child or stepchild under the age of eighteen of such an employee or former employee.
     
         (3) In relation to an issuer of securities, "connected with" has such meaning as may be prescribed.
     
         (4) "Group" and "relevant trustee" have such meaning as may be prescribed.
     
     
    Convertible securities
         17. - (1) The securities result from the conversion of convertible securities and listing particulars (or a prospectus) relating to the convertible securities were (or was) published in the United Kingdom under or by virtue of Part VI or such other provisions applying in the United Kingdom as may be specified.
     
         (2) "Convertible securities" means securities of a specified kind which can be converted into, or exchanged for, or which confer rights to acquire, other securities.
     
         (3) "Conversion" means conversion into or exchange for, or the exercise of rights conferred by the securities to acquire, other securities.
     
     
    Charities
         18. The securities are issued by-
     
     
      (a) a charity within the meaning of-
     
        (i) section 96(1) of the Charities Act 1993, or
     
        (ii) section 35 of the Charities Act (Northern Ireland) 1964,
     
      (b) a recognised body within the meaning of section 1(7) of the Law Reform (Miscellaneous Provisions) (Scotland) Act 1990,
     
      (c) a housing association within the meaning of-
     
        (i) section 5(1) of the Housing Act 1985,
     
        (ii) section 1 of the Housing Associations Act 1985, or
     
        (iii) Article 3 of the Housing (Northern Ireland) Order 1992,
     
      (d) an industrial or provident society registered in accordance with-
     
        (i) section 1(2)(b) of the Industrial and Provident Societies Act 1965, or
     
        (ii) section 1(2)(b) of the Industrial and Provident Societies Act 1969, or
     
      (e) a non-profit making association or body, recognised by the country or territory in which it is established, with objectives similar to those of a body falling within any of paragraphs (a) to (c),
     and the proceeds of the offer will be used for the purposes of the issuer's objectives.
     
     
    Building societies etc.
         19. The securities offered are shares which are issued by, or ownership of which entitles the holder to membership of or to obtain the benefit of services provided by-
     
     
      (a) a building society incorporated under the law of, or of any part of, the United Kingdom;
     
      (b) any body incorporated under the law of, or of any part of, the United Kingdom relating to industrial and provident societies or credit unions; or
     
      (c) a body of a similar nature established in another EEA State.
     
    Euro-securities
         20. - (1) The securities offered are Euro-securities and no advertisement relating to the offer is issued in the United Kingdom, or is caused to be so issued-
     
     
      (a) by the issuer of the Euro-securities;
     
      (b) by any credit institution or other financial institution through which the Euro-securities may be acquired pursuant to the offer; or
     
      (c) by any body corporate which is a member of the same group as the issuer or any of those institutions.
         (2) But sub-paragraph (1) does not apply to an advertisement of a prescribed kind.
     
         (3) "Euro-securities" means investments which-
     
     
      (a) are to be underwritten and distributed by a syndicate at least two of the members of which have their registered offices in different countries or territories;
     
      (b) are to be offered on a significant scale in one or more countries or territories, other than the country or territory in which the issuer has its registered office; and
     
      (c) may be acquired pursuant to the offer only through a credit institution or other financial institution.
         (4) "Credit institution" means a credit institution as defined in Article 1 of Council Directive No 77/780/EEC.
     
         (5) "Financial institution" means a financial institution as defined in Article 1 of Council Directive No 89/646/EEC.
     
         (6) "Underwritten" means underwritten by whatever means, including by acquisition or subscription, with a view to resale.
     
     
    Same class securities
         21. The securities are of the same class, and were issued at the same time, as securities in respect of which a prospectus has been published under or by virtue of-
     
     
      (a) Part VI;
     
      (b) Part III of the Companies Act 1985; or
     
      (c) such other provisions applying in the United Kingdom as may be specified.
     
    Short date securities
         22. The securities are investments of a specified kind with a maturity of less than one year from their date of issue.
     
     
    Government and public securities
         23. - (1) The securities are investments of a specified kind creating or acknowledging indebtedness issued by or on behalf of a public authority.
     
         (2) "Public authority" means-
     
     
      (a) the government of the United Kingdom;
     
      (b) the government of any country or territory outside the United Kingdom;
     
      (c) a local authority in the United Kingdom or elsewhere;
     
      (d) any international organisation the members of which include the United Kingdom or another EEA State; and
     
      (e) such other bodies, if any, as may be specified.
     
    Non-transferable securities
         24. The securities are not transferable.
     
     
    General definitions
         25. For the purposes of this Schedule-
     
     
      "shares" has such meaning as may be specified; and
     
      "specified" means specified in an order made by the Treasury.
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