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
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Further information
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.
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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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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.
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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: -
414.—(1) For the purposes of the Tax Acts, a "close company" is one which is under the control of five or fewer participators, or of participators who are directors, except that the expression does not apply—
(a) to a company not resident in the United Kingdom;
(b) to a registered industrial and provident society within the meaning of section 486(12) or to a building society;
(c) to a company controlled by or on behalf of the Crown, and not otherwise a close company; or
(d) to a company falling within section 415 or subsection (5) below.
(2) Subject to section 415 and subsection (5) below, a company resident in the United Kingdom (but not falling within subsection (1)(b) above) is also a close company if—
(a) on the assumption that it is so, or
(b) on the assumption that it and any other such company or companies are so,
more than half of any amount falling to be apportioned under section 423 in the case of the company (including any sum which has been apportioned to it, or could on either of those assumptions be apportioned to it, under that section) could be apportioned among five or fewer participators, or among participators who are directors.
(3) In ascertaining under subsection (2) above whether any amount could be apportioned among five or fewer participators or among participators who are directors, account shall, in cases where an original apportionment and any sub-apportionment are involved, be taken only of persons among whom that amount could finally be apportioned as the result of the whole process of original apportionment and sub-apportionment and those persons shall be treated as participators or directors if they are participators or directors of any company in the case of which either an original apportionment or any sub-apportionment could be made.
(4) For the purposes of this section—
(a) a company is to be treated as controlled by or on behalf of the Crown if, but only if, it is under the control of the Crown or of persons acting on behalf of the Crown, independently of any other person, and
(b) where a company is so controlled, it shall not be treated as being otherwise a close company unless it can be treated as a close company as being under the control of persons acting independently of the Crown.
(5) A company is not to be treated as a close company—
(a) if—
(i) it is controlled by a company which is not a close company, or by two or more companies none of which is a close company; and
(ii) it cannot be treated as a close company except by taking as one of the five or fewer participators requisite for its being so treated a company which is not a close company;
(b) if it cannot be treated as a close company except by virtue of paragraph (c) of section 416(2) and it would not be a close company if the reference in that paragraph to participators did not include loan creditors who are companies other than close companies.
(6) References in subsection (5) above to a close company shall be treated as applying to any company which, if resident in the United Kingdom, would be a close company.
(7) If shares in any company ("the first company") are held on trust for an exempt approved scheme as defined in section 592, then, unless the scheme is established wholly or mainly for the benefit of persons who are, or are dependants of, directors or employees or past directors or employees of—
(a) the first company; or
(b) an associated company of the first company; or
(c) a company which is under the control of any director or associate of a director of the first company or of two or more persons each of whom is such a director or associate; or
(d) a close company;
the persons holding the shares shall, for the purposes of subsection (5) above, be deemed to be the beneficial owners of the shares and, in that capacity, to be a company which is not a close company.
Certain quoted companies not to be close companies.
415.—(1) Subject to the following provisions of this section, a company is not to be treated as being at any time a close company if—
(a) shares in the company carrying not less than 35 per cent. of the voting power in the company (and not being shares entitled to a fixed rate of dividend, whether with or without a further right to participate in profits) have been allotted unconditionally to, or acquired unconditionally by, and are at that time beneficially held by, the public, and
(b) any such shares have within the preceding 12 months been the subject of dealings on a recognised stock exchange, and the shares have within those 12 months been quoted in the official list of a recognised stock exchange.
(2) Subsection (1) above shall not apply to a company at any time when the total percentage of the voting power in the company possessed by all of the company's principal members exceeds 85 per cent.
(3) For the purposes of subsection (1) above shares in a company shall be deemed to be beneficially held by the public if, and only if, they—
(a) fall within subsection (4) below, and
(b) are not within the exceptions in subsection (5) below,
and a corresponding construction shall be given to the reference to shares which have been allotted unconditionally to, or acquired unconditionally by, the public.
(4) Shares shall fall within this subsection (as being beneficially held by the public)—
(a) if beneficially held by a company resident in the United Kingdom which is not a close company, or by a company not so resident which would not be a close company if it were so resident, or
(b) if held on trust for an exempt approved scheme as defined in section 592, or
(c) if they are not comprised in a principal member's holding.
(5) Shares shall not be deemed to be held by the public if they are held—
(a) by any director or associate of a director of the company, or
(b) by any company which is under the control of any such director or associate, or of two or more persons each of whom is such a director or associate, or
(c) by any associated company of the company, or
(d) as part of any fund the capital or income of which is applicable or applied wholly or mainly for the benefit of, or of the dependants of, the employees or directors, or past employees or directors, of the company, or of any company within paragraph (b) or (c) above.
References in this subsection to shares held by any person include references to any shares the rights or powers attached to which could, for the purposes of section 416, be attributed to that person under subsection (5) of that section.
(6) For the purposes of this section—
(a) a person is a principal member of a company if he possesses a percentage of the voting power in the company of more than 5 per cent. and, where there are more than five such persons, if he is one of the five persons who possess the greatest percentages or if, because two or more persons possess equal percentages of the voting power in the company, there are no such five persons, he is one of the six or more persons (so as to include those two or more who possess equal percentages) who possess the greatest percentages, and
(b) a principal member's holding consists of the shares which carry the voting power possessed by him.
(7) In arriving at the voting power which a person possesses, there shall be attributed to him any voting power which, for the purposes of section 416, would be attributed to him under subsection (5) or (6) of that section.
(8) In this section "shares" include stock.
Meaning of "associated company" and "control".
416.—(1) For the purposes of this Part, except paragraphs 2 and 9(1)(a), (2)(a) and (3)(a) of Schedule 19, a company is to be treated as another's "associated company" at a given time if, at that time or at any other time within one year previously, one of the two has control of the other, or both are under the control of the same person or persons.
(2) For the purposes of this Part, a person shall be taken to have control of a company if he exercises, or is able to exercise or is entitled to acquire, direct or indirect control over the company's affairs, and in particular, but without prejudice to the generality of the preceding words, if he possesses or is entitled to acquire—
(a) the greater part of the share capital or issued share capital of the company or of the voting power in the company; or
(b) such part of the issued share capital of the company as would, if the whole of the income of the company were in fact distributed among the participators (without regard to any rights which he or any other person has as a loan creditor), entitle him to receive the greater part of the amount so distributed; or
(c) such rights as would, in the event of the winding-up of the company or in any other circumstances, entitle him to receive the greater part of the assets of the company which would then be available for distribution among the participators.
(3) Where two or more persons together satisfy any of the conditions of subsection (2) above, they shall be taken to have control of the company.
(4) For the purposes of subsection (2) above a person shall be treated as entitled to acquire anything which he is entitled to acquire at a future date, or will at a future date be entitled to acquire.
(5) For the purposes of subsections (2) and (3) above, there shall be attributed to any person any rights or powers of a nominee for him, that is to say, any rights or powers which another person possesses on his behalf or may be required to exercise on his direction or behalf.
(6) For the purposes of subsections (2) and (3) above, there may also be attributed to any person all the rights and powers of any company of which he has, or he and associates of his have, control or any two or more such companies, or of any associate of his or of any two or more associates of his, including those attributed to a company or associate under subsection (5) above, but not those attributed to an associate under this subsection; and such attributions shall be made under this subsection as will result in the company being treated as under the control of five or fewer participators if it can be so treated.
Meaning of "participator", "associate", "director" and "loan creditor".
417.—(1) For the purposes of this Part, a "participator" is, in relation to any company, a person having a share or interest in the capital or income of the company, and, without prejudice to the generality of the preceding words, includes—
(a) any person who possesses, or is entitled to acquire, share capital or voting rights in the company;
(b) any loan creditor of the company;
(c) any person who possesses, or is entitled to acquire, a right to receive or participate in distributions of the company (construing "distributions" without regard to section 418) or any amounts payable by the company (in cash or in kind) to loan creditors by way of premium on redemption; and
(d) any person who is entitled to secure that income or assets (whether present or future) of the company will be applied directly or indirectly for his benefit.
In this subsection references to being entitled to do anything apply where a person is presently entitled to do it at a future date, or will at a future date be entitled to do it.
(2) The provisions of subsection (1) above are without prejudice to any particular provision of this Part requiring a participator in one company to be treated as being also a participator in another company.
(3) For the purposes of this Part "associate" means, in relation to a participator—
(a) any relative or partner of the participator;
(b) the trustee or trustees of any settlement in relation to which the participator is, or any relative of his (living or dead) is or was, a settlor ("settlement" and "settlor" having here the same meaning as in section 681(4)); and
(c) where the participator is interested in any shares or obligations of the company which are subject to any trust, or are part of the estate of a deceased person—
(i) the trustee or trustees of the settlement concerned or, as the case may be, the personal representatives of the deceased; and
(ii) if the participator is a company, any other company interested in those shares or obligations;
and has a corresponding meaning in relation to a person other than a participator.
(4) In subsection (3) above "relative" means husband or wife, parent or remoter forebear, child or remoter issue, or brother or sister.
(5) For the purposes of this Part "director" includes any person occupying the position of director by whatever name called, any person in accordance with whose directions or instructions the directors are accustomed to act, and any person who—
(a) is a manager of the company or otherwise concerned in the management of the company's trade or business, and
(b) is, either on his own or with one or more associates, the beneficial owner of, or able, directly or through the medium of other companies or by any other indirect means, to control 20 per cent. or over of the ordinary share capital of the company.
(6) In subsection (5)(b) above the expression "either on his own or with one or more associates" requires a person to be treated as owning or, as the case may be, controlling what any associate owns or controls, even if he does not own or control share capital on his own.
(7) Subject to subsection (9) below, for the purposes of this Part "loan creditor", in relation to a company, means a creditor in respect of any debt incurred by the company—
(a) for any money borrowed or capital assets acquired by the company; or
(b) for any right to receive income created in favour of the company; or
(c) for consideration the value of which to the company was (at the time when the debt was incurred) substantially less than the amount of the debt (including any premium thereon);
or in respect of any redeemable loan capital issued by the company.
(8) Subject to subsection (9) below, a person who is not the creditor in respect of any debt or loan capital to which subsection (7) above applies but nevertheless has a beneficial interest therein shall, to the extent of that interest, be treated for the purposes of this Part as a loan creditor in respect of that debt or loan capital.
(9) A person carrying on a business of banking shall not be deemed to be a loan creditor in respect of any loan capital or debt issued or incurred by the company for money lent by him to the company in the ordinary course of that business.
Additional matters to be treated as distributions
"Distribution" to include certain expenses of close companies.
418.—(1) Subject to such exceptions as are mentioned in section 209(1), in the Corporation Tax Acts "distribution", in relation to a close company, includes, unless otherwise stated, any such amount as is required to be treated as a distribution by subsection (2) below.
(2) Subject to subsection (3) below, where a close company incurs expense in or in connection with the provision for any participator of living or other accommodation, of entertainment, of domestic or other services, or of other benefits or facilities of whatever nature, the company shall be treated as making a distribution to him of an amount equal to so much of that expense as is not made good to the company by the participator.
(3) Subsection (2) above shall not apply to expense incurred in or in connection with the provision—
(a) for a person employed in director's or higher-paid employment (within the meaning of section 167) of such benefits as are mentioned in any of sections 154 to 165; or
(b) of living accommodation for any person if the accommodation is (within the meaning of section 145) provided by reason of his employment; or
(c) for the spouse, children or dependants of a person employed by the company of any pension, annuity, lump sum, gratuity or other like benefit to be given on that person's death or retirement.
(4) The amount of the expense to be taken into account under subsection (2) above as a distribution shall be the same as would under Chapter II of Part V be the cash equivalent of the resultant benefit to the participator.
(5) Subsection (2) above shall not apply if the company and the participator are both resident in the United Kingdom and—
(a) one is a subsidiary of the other or both are subsidiaries of a third company also so resident, and
(b) the benefit to the participator arises on or in connection with a transfer of assets or liabilities by the company to him, or to the company by him.
(6) The question whether one body corporate is a subsidiary of another for the purposes of subsection (5) above shall be determined as a question whether it is a 51 per cent. subsidiary of that other, except that that other shall be treated as not being the owner—
(a) of any share capital which it owns directly in a body corporate if a profit on a sale of the shares would be treated as a trading receipt of its trade; or
(b) of any share capital which it owns indirectly, and which is owned directly by a body corporate for which a profit on a sale of the shares would be a trading receipt; or
(c) of any share capital which it owns directly or indirectly in a body corporate not resident in the United Kingdom.
(7) Where each of two or more close companies makes a payment to a person who is not a participator in that company, but is a participator in another of those companies, and the companies are acting in concert or under arrangements made by any person, then each of those companies and any participator in it shall be treated as if the payment made to him had been made by that company.
This subsection shall apply, with any necessary adaptations, in relation to the giving of any consideration, and to the provision of any facilities, as it applies in relation to the making of a payment.
(8) For the purposes of this section any reference to a participator includes an associate of a participator, and any participator in a company which controls another company shall be treated as being also a participator in that other company.
Income and Corporation Taxes Act 1988 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).
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