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Member of the Federation of Small Businesses
 This is our most popular package with UK residents, and includes:
 The submission of forms detailing your company's executive officers
 The registration of your £1,000 authorised share capital (a minimum of one share must be issued)
 Company formation is usually achieved within 6-8 workday hours (Companies House permitting)
 Payment of UK legal and initiation fees
 The appointment of your own candidates as directors and secretary (a minimum of two people are required)
 
 The following documents will be e-mailed to you (Note: these documents are to be printed and signed):
 Electronic Certificate of Incorporation (PDF)
 Electronic Memorandum & Articles of Association (MS Word)
 Minutes of the First Meeting of Directors (MS Word)
 Share Certificates and company Register
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Company Formation Home Page  >>  Companies Formations Guidance & FAQs

WHAT IS A MEMORANDUM OF ASSOCIATION?

A Memorandum of Association is a document setting out the essentials of a company, which include the name of the company, the location or address of the registered office and the objectives of the company once it starts its activities.

WHAT ARE THE ARTICLES OF ASSOCIATION?

The Articles of Association is rightly termed as the constitution of the company being formed or existing. This document sets out the policies, rules and regulations that will be followed to pursue the internal and external goals of the company as an organisation. The company may adopt the contents of Table A in entirety or partially, as it suits the purpose of the organisation and its goals.

WHAT IS THE MINIMUM INVESTMENT REQUIRED FOR A LIMITED COMPANY?

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Coddan is one of the foremost and most economical providers of limited companies formation and new business entity registration services in the UK. Coddan is a leading company set-up agent that has expertise in off the shelf companies, ready-made companies, own name company formation as well as company search, credit checking, company secretarial, accounting and bookkeeping, tax advice & charity registration. Simple cost effective limited company set-up. No paper forms to complete, all information provided electronically. Coddan offer a range of services for business, including business company set-up, virtual office services, mailing address, and company secretarial services.
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The Companies House requires a minimum of £50,000 worth of authorised share capital in a public limited company (PLC). The company may however issue any number of shares up to the total value of the authorised shares until further required. A private limited company may initiate with a lower share capital but should be sufficient to fund certain projects and acquisitions before they feel the need to raise more capital.

HOW IS A COMPANY NAME SELECTED?

A company can only be registered once it passes the minimum requirement. All names must be an alignment with the legislation governing the selection of company names, namely the Companies Act and the Business Names Act. Furthermore, the name should then be checked for existence in the Company Names Index. If the Index does not contain the proposed name, an application may be filed to register the name for your company.

I NEED TO HAVE REGISTERED OFFICE IN THE UK?

A company registered in England and Wales is legally required to have its registered office here. So if you do not have a base in this country we can provide an office address for your company. It then becomes convenient to keep the company's registers at the registered office. You can use our registered office for your existing company or when forming a new one. We will receive all Companies House communications and deal with then according to your instructions. Once we receive the order below together with payment we will produce the required document to become the registered office for your company.

SHOULD BE PRINTED ON COMPANY STATIONERY?

The company stationery, including the letterhead, should contain the company's official name, as registered with Companies House; the company's registered office address; the registration number or license number; the VAT registration number (if any); and the place of registration, i.e. England & Wales or Scotland.

WHEN DOES A COMPANY REQUIRE A DIRECTOR/SECRETARY TO BE APPOINTED?

A director is elected by the shareholders to manage the affairs of the company. The company director may be an individual person who leads the company or be a member of the Board of Directors, which is appointed by the shareholders. A secretary acts in the capacity of the administrator of the company, and is subordinate to the director or board of directors. The secretary can be a joint director but a sole director cannot hold both positions at the same time.

WHAT IS THE ELIGIBILITY CRITERIA FOR DIRECTORS AND SECRETARIES?

To stand for election as a director the candidate must fulfil three conditions to qualify. The candidate must be an adult and capable of dispensing his/her responsibilities; must not be disqualified by a court for holding any position in the future, except where a leave has been granted in specific circumstances; and must not be an undischarged bankrupt and restricted by a court order from holding the position, except where leave has been granted.

The prospective candidate for the position of a company secretary should be at least one of the following to qualify. The candidate must be a member of a professional accountancy body of the United Kingdom; or have held the office of secretary or deputy secretary previously, either within the organisation or in another company; or be a barrister, advocate or solicitor practicing in the United Kingdom.

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General Advantages of UK Private Limited Companies:

1. Liability is, in the vast majority of cases, strictly limited to the investments made by the shareholders.
2. Company Officers are not personally liable for their actions unless there is a clear and serious breach of their fiduciary duty.
3. Limited companies often benefit from greater prestige than their sole proprietorship or partnership counterparts. The reason is because such an enterprise normally requires more planning and thus is deemed more credible.
4. Limited companies often benefit from significant tax advantages. In fact, many countries around the world give exclusive tax incentives to this type of entity.
5. The rights of shareholders are normally clearly defined and protected.
6. Corporate taxes only become payable after the end of the financial year. This means money that would otherwise be taxed on a monthly or quarterly basis, is available to earn further interest before the final payment of tax.
7. You need only appoint one Director and one Shareholder.
8. Directors can be corporate bodies or private individuals.
9. A Director can be of any nationality.
10. All companies must appoint a company Secretary who can be of any nationality.


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If the directors believe that the candidate has sound knowledge and experience for the proposed functions, and/or is a member of another professional body that the directors find acceptable for the position, they may appoint the candidate.

Directors and secretary for new companies do not have to be based in the UK and can be resident anywhere in the world. However, it is better to have a professional company secretary in the UK who can deal with Companies House and other Government agencies on your behalf.

WHO IS RESPONSIBLE TO ENSURE COMPLIANCE WITH COMPANY REGULATIONS?

Companies House requires directors to ensure that statutory documents are dispatched to the Registrar within the dates announced. These documents include:

Annual accounts and returns. Notices of any change in the company directors and secretaries or any modifications in the records of existing directors and secretaries; and notice of a change to the address of the registered office.

A company secretary has no specific duties as far as the legislation is concerned but is required to administer the company and maintain appropriate documentation of all its proceedings. These include:

Filing of documentation with Companies House. Issuing notices for meetings to auditors and shareholders. Supplying copies of all company meetings held with shareholders, the board of directors, resolutions passed at AGMs and extra-ordinary meetings. Supplying copies of annual account to all relevant individuals, groups and organisations. Recording the minutes of AGMs and meetings of board of directors. Permitting access to all company documents and records to concerned persons. The secretary is also responsible for the custody and use of the company seal, although companies are no longer required to use an official seal.

WHAT'RE THE ESSENTIAL DOCUMENTS THAT A COMPANY IS REQUIRED TO MAINTAIN?

Companies are required to produce annual financial statements and returns and submit them to Companies House within the stipulated time frame. In addition, the company secretary is required to submit copies of all registers maintained with the company.

WHAT'RE THE CONTENTS OF THE ANNUAL ACCOUNTS OR FINANCIAL STATEMENTS?

A limited company is required to file a set of financial statements or accounts annually to Companies House. The set of documents includes:

A profit and loss account (income statement) or a statement of income and expenditure. A balance sheet signed by the director. An auditors' report on the company's performance. A directors' report, signed by the company director or secretary. Notes to the financial statements. Group accounts (where appropriate).

ARE ALL COMPANIES REQUIRED TO SUBMIT THEIR ANNUAL ACCOUNTS?

All private and public limited companies are required to submit their accounts to the Registrar of Companies. Unlimited companies are not required to file their statements provided they have been part of a group of companies, or are a bank or insurance company.

WHAT ARE ANNUAL RETURNS?

An Annual Return is a summary of the information about the company and its directors, secretaries, registered office address, shareholders and the share capital. A company is required to fill form 363a with the following information in a comprehensive manner:

The name. The registration number. Private or public company. The registered office address. Notes the address or location of company registers. The main or principal business activity of the company. The name and address of the company secretaries. The name, residential address, date of birth, nationality and the business occupation of all directors of the company. The made-up date of returns. The nominal value of the total issued share capital. The names and addresses of the shareholders, the number of shares held and the type held by each shareholder.

WHEN IS AN ANNUAL RETURN DUE AT COMPANIES HOUSE?

Companies Issue sends you the Form 363a (shuttle and regular) two weeks prior to the date you are required to file it, i.e. the made-up date. This will be based on the made-up date, which is usually the anniversary of: the incorporation of the company; or rhe made-up date of the previous annual return sent to Companies House. The Annual Return MUST be filed at Companies House within 28 days of the made-up date as mentioned on the Form.

WHAT INFORMATION IS REQUIRED REGARDING SHAREHOLDERS AND SHARE CAPITAL?

The shuttle return form contains pre-printed information relevant to the company's share capital. If there has been a change in the structure during the financial year, the information must be written on the Form where required to update the Companies Register.

The information should mention: the name and the class of each type of share issued or authorised, e.g. ordinary shares, preference shares etc. The total number of shares issued to the shareholders as at the made-up date of the Annual Return. The total nominal or face value (excluding any calculations of premiums or discounts on each share issued) of the issued shares of the class as at the made-up date of the Annual Return.

Where the information in Form 363a is incorrect, one or more other Forms may be required to be filled and sent over to Companies House.

WHAT IS THE ACCOUNTING REFERENCE DATE (ARD)?

The ARD is the financial year-end, according to which all financial statements are prepared. If the company’s date of closure were moved to another date, Companies House must be informed promptly to avoid any unfavourable incident for the company. The accounts must be submitted before the deadline, which is set based on the company's ARD.

CAN THE FILING DATES BE EXTENDED?

The filing or deliver dates of the accounts can be extended in special circumstances where the reason has been defined and approved by Companies House. For this, Form 244 must be filled and delivered before the normal filing date and must be done individually for each financial year in question. An application can also be submitted to the Secretary of State for Trade and Industry for an extension in the delivery date, where some unforeseen circumstances may have taken place such as those that were beyond the control of the company's personnel and the auditors. Where the deadlines have been breached, the company is automatically charged for a civil penalty for late filing. The amount fined, however depends on whether the company is private or public. Failure to deliver in specified period is also a criminal offence for which the directors of the company may be prosecuted.

ARE THERE ANY CONSEQUENCES FOR A DELAY IN FILING THE DOCUMENTS?

If a director fails to supply the above documentation within the time limit, he may be prosecuted, as it is a criminal offence to delay or avoid the filing of records. If the Registrar believes that the company is no longer carrying on its business, the name could be struck off the register and dissolved.

DOES A DORMANT COMPANY HAVE ANY OBLIGATIONS FOR FILING ANY DOCUMENTS?

A dormant company is required to submit its set of accounts and returns annually to Companies House, despite the fact that it is not engaged in any form of business activity. The dormant company is given leave from preparing a full-length set of accounts and may present brief but acceptable financ