Running a business involves risk - the risk that the business may either succeed brilliantly or fail miserably. Or neither. The upside is high - financial and (perhaps) time freedom; independence; unlimited earning capacity. The downside is equally steep, just in the wrong direction - potential financial ruin if you've staked everything you own on your business's ultimate success and thrown your career down the proverbial to boot. If you're running your business as a sole proprietorship or a general partnership, make no mistake - everything you own is on the line. A limited partnership will protect the limited partners from personal liability beyond the extent of their capital contribution to the partnership, but limited partners cannot participate in the management and control of the business so that's not a good option for most of you reading this article.
Needing to control and manage your own business is most likely non-negotiable. When you form a corporation (or an LLC), you're forming a separate legal entity. This separate legal entity has the power to enter into contracts, own and dispose of assets, hire and fire employees and generally do anything that a sole proprietor could do. The difference between the corporation and the sole proprietorship, however, is that only the corporation's assets are at risk, not the owner shareholder's (beyond the shareholder's contribution to share capital, that is). Let's take an example. You run a part-time Internet business. You're still working a day job and this is really just a way to make a little money on the side to save for your annual Hawaiian vacation and even more expensive spa stay for your dog while you're away.
To you, this is only a pocket-money venture and so you don't really think of it as a business at all, really. So you don't give a second's thought to the fact that you're running a business as a sole proprietor. You register a domain name that, unbeknown to you, violates a trademark. You create a website for that domain and, lo and behold, overnight (of course, because this is the Internet) your business becomes successful beyond your wildest dreams due, in no small part, to site visitors mistakenly believing they are doing business. Should your small business become a corporation? This is a question you need to ask during the start-up and evolution of your company. Learn what you need to know about incorporating your small business.
Start Your Own Corporation, Limited Liability Corporation and winning Partnerships. Related Articles: Should Your Small Business Become an S Corporation? Should You Incorporate Your Small Business? Disadvantages of Incorporating A Small Business. How to Incorporate Your Business? Benefits of incorporation include greater tax deductions for the business, your employees, and potentially for family members of business owners. Even if you are the only shareholder and employee of your business, benefits such as health insurance, life insurance, travel and entertainment expenses may be deductible. Incorporating may also eliminate self-employment taxes and lower payments for social security tax and Medicare tax. Your individual tax liability may also be reduced, as you will become an employee of the corporation.
Registration Procedure for Each Legal Form. Procedure for English companies formation, how to register a private corporation United Kingdom, setting company London procedure. Types of companies formation procedures. Branch of a Foreign Company start-up process. Offshore company registration services, formation of Gibraltar companies, BVI company set-up, nominee directors, nominee secretary and nominee shareholder service. The companies and allied matters act and incorporation procedures. Company incorporation should be quick and painless - whether you are an accountant for whom company formation is a frequent activity or an individual ordering your first UK company registration. We were the first formation agent in the world to offer a complete online company incorporation service and we continue to refine our ordering system, which has been widely praised for ease of use.
If you want to become familiar with the description and the contents of company formation packages, offered by Coddan CPM LTD and to find above, what kind of service is included in this or that formation package, to get an idea about the price of annual renewal of the service, and about the general legal requirements to the company incorporation within United Kingdom, please, select the package you need from the list, situated below the banner. The information in the banner will be renewed according to the package you've chosen. All of our Memorandum and Articles of Associations and Partnership Agreements were reviewed and approved by a volunteer U.K. lawyer. Our products start from just £42.00 for our E-Quick service. This package offers fast electronic company registration documents and like all of our UK formation products is usually completed with in three hours.
Our Economy company formation service not only have a Certificate of Incorporation on the required legal paper, but also has the provision of having your company registered office at our prestigious City of Liverpool, Manchester or London address. As all literature and documents must display the company registered office, having your registered office at our address can enhance your company's profile in the eyes of both customers and suppliers. Coddan offer a wide range of offshore company formation options. An increasing number of people choose the offshore formation option as their favored trading vehicle. Companies, large and small, are frequently based offshore.
We provide a broad range of corporate services including Corporation and LLC formation services in all 50 states, Trademark Registration Services, Registered Agent Services, Corporate Kits and Seal Embossers, plus many other affordable services that will assist in your company's development.
Moving forward, we help businesses of all sizes harness the convenience and affordability of online incorporation and we continue to execute on our vision to be the most reliable and cost-effective incorporation service online. We understand the challenges involved with starting a new business. That is why we promise to provide the most reliable and lowest cost incorporation service online. We also understand that you may have questions about incorporation. Our specialists are here to assist you with any questions that you may have before you decide to incorporate. Let us show you why Coddan is the best choice for your new business.
Whether you're starting your own small business or opening a branch office for a major corporation we'll make the process fast and simple for you.
Your Office USA offers an array of workplace solutions to support your office needs - from full service offices to telephone answering services, conference rooms, and full receptionist & administrative support services. It is the mission of YOUR OFFICE USA to allow clients to focus on developing and growing their business by providing the latest communication tools, flexible office space, meeting facilities and administrative support in a pleasant, productive, professional environment. Virtual Office Services - for those in need of a business presence without the expense of traditional office space. Let us provide you with a professional image while you work from home, from another state or even another country. We can answer your phone and forward your calls, receive your mail and provide conference rooms for those times when you need to meet with a client.
The newest type of structure which is now available in all 50 states including the District of Columbia. The LLC combines the pass through taxation advantages of a partnership or S corp. and the limited liability aspect of a corporation. The main differences between the LLC and the corporation is that LLC cannot have or issue stock and in some states the LLC can only exist for a maximum of 30 years. A Delaware corporation or LLC can be filed the same day the order is placed with receipt of your paperwork in approximately 7-10 business days. Starting new companies benefits, how to form a new business entity, benefits establishing UK enterprise, private companies advantages.
This is our most popular package with 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 £1,000, this is divided into 1,000 ordinary shares valued at £1.00 each (it is not required to have all of the shares issued, but 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 emailed to you upon formation of your company:
A certificate of incorporation (requires PDF file reader);
The memorandum & articles of association (requires MS-Word file reader);
The first meeting of the board of directors (requires MS-Word file reader);
Share certificates and a company register.
Economy Package
£ 82.00
Annual Maintenance Fee £50.00
This is our most popular package with 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 £1,000, this is divided into 1,000 ordinary shares valued at £1.00 each (it is not required to have all of the shares issued, but 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 emailed to you upon formation of your company:
A certificate of incorporation (requires PDF file reader);
The memorandum & articles of association (requires MS-Word file reader);
The first meeting of the board of directors (requires MS-Word file reader);
Share certificates and a company register.
Premier Package
£ 131.95
Annual Maintenance Fee £99.95
This is another one very popular package 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 local offices;
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 new UK corporate legislation), because this package includes a 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 £1,000, this is divided into 1,000 ordinary shares valued at £1.00 each (it is not required to have all of the shares issued, but 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 corporate documents, will be posted to you upon formation of your 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.
Deluxe Package
£ 256.95
Annual Maintenance Fee £379.95
The Deluxe business start-up package is our most popular package with international customers, and includes:
Incorporation of your company from scratch using one of our registered office addresses, our nominee director and nominee secretary, we will appoint your own candidate(s) to the role of shareholder;
The standard capital on formation is £1,000, this is divided into 1,000 ordinary shares valued at £1.00 each (it is not required to have all of the shares issued, but 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 posted to you upon formation of your 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.
Name Protection
£ 22.00
Annual Maintenance Fee £60.00
This package allows you to register a company name with Companies House and thus prevent this name being used to form a company by anyone else, and includes:
The registration of a non-trading limited company with your choice of name;
The government fee for incorporation is included in the price of this package;
As are the first year's fees for a registered office address, a nominee shareholder, and a nominee director.
Management of the company: Coddan will file the annual return and dormant company accounts on your behalf for an annual fee of £60.00.
If you do not wish to renew the management option at the end of term, the company will be dissolved. If you allow your registration to expire, or do not notify Coddan of your intention to renew your protection period, you will no longer have exclusive rights to this company name.
Business Start-Up: Legal Requirements
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.
Private company limited by shares - members' liability is limited to the amount unpaid on shares they hold. Private company limited by guarantee - members' liability is limited to the amount they have agreed to contribute to the company's assets if it is wound up. Private unlimited company - there is no limit to the members' liability. Public limited company (PLC) - the company's shares may be offered for sale to the general public and members' liability is limited to the amount unpaid on shares held by them. Limited liability partnership - the limited liability partnership (LLP) is essentially a general partnership in form, with one important difference. Unlike a general partnership, in which individual partners are liable for the partnership's debts and obligations, an LLP provides each of its individual partners protection against personal liability for certain partnership liabilities.
Company formations. Whether you are starting a new business, setting up a subsidiary or a trading company, creating a new company is an exciting exercise. We can guide you through the process of incorporation and registration, regardless of whether you require a plc, a private limited company or a company for name protection purposes. We can ensure that your company is set up to meet the needs of both the shareholders and the company and that all potential requirements will be considered, for example those of lenders. To save you time and money in the future, we will ensure your new company is tailored to your exact requirements.
Important Links
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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WHO CAN FORM A COMPANY?
The Companies Act generally allows one or more persons to form a company for any lawful purpose by subscribing to its Memorandum of Association. However, a public company or an unlimited company must have at least two subscribers.
WHAT IS A MEMORANDUM OF ASSOCIATION?
The Memorandum of Association is one of a number of documents required to incorporate a company. This document sets out: the company's name. Where the registered office of the company is situated (in England, Wales or Scotland). What it will do (its objects). The object of a company may simply be to carry on business as a general commercial company.
Other clauses to be included in the memorandum depend on the type of company being incorporated. The form of Memorandum for each type of company is set out in a set of tables called The Companies Regulations, 1985. The company's Memorandum delivered to the Registrar MUST be signed by each subscriber in front of a witness who MUST attest the signature.
WHAT IS A FORM 10?
Form 10 gives details of the first directors, secretary and the intended address of the registered office. As well as their names and addresses, the company's directors must give their date of birth, occupation and details of other directorships they have held within the last five years. Each officer appointed and each subscriber (or their agent) must sign and date the form. Officers acting as both director and secretary. The same person can be both a director and company secretary, provided there is another director. A sole director cannot also be the company secretary.
WHAT IS A REGISTERED OFFICE?
It is the address of a company to which Companies House letters and reminders will be sent. The registered office can be anywhere in England and Wales (or Scotland if your company is registered there). The registered office must always be an effective address for delivering documents to the company, and to avoid delays it is important that all correspondence sent to this address is dealt with promptly. If a company changes its registered office address after incorporation, the new address must be notified to Companies House on Form 287.
Companies House uses the Post Office address file to verify addresses; so, to avoid delays, please ensure that your proposed registered office address is recognised by the Post Office and always give the correct postcode on forms sent for registration.
WHAT IS THE MINIMUM NUMBER OF OFFICERS A COMPANY REQUIRES?
Every company must have formally appointed company officers at all times. A private company must have at least: one director; one secretary - formal qualifications are not required. A company's sole director CANNOT also be the company secretary. A public company must have at least: two directors and one secretary. After incorporation, you must tell Companies House about:
The appointment of a new officer - use Form 288a. An officer's resignation from the company - use Form 288b. Changes in an officer's name or address or any of the other details originally registered on Form 10 - use Form 288c.
CAN ANYONE BE A COMPANY DIRECTOR?
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.
In general terms, YES, but there are some rules. You can't be a company director if:
You are an undischarged bankrupt or disqualified by a court from holding a directorship, unless given leave to act in respect of a particular company or companies. In the case of PLCs or their subsidiaries, you are over 70 years of age or reach 70 years of age while in office, unless you are appointed or re-appointed by resolution of the company in general meeting of which special notice has been given.
There is no minimum age limit in the Companies Act for a director to be appointed in England and Wales. However, he or she must be able to consent to their own appointment. You should seek legal advice if you intend to have a very young person as a director of your company.
In Scotland the Registrar will not register for any company the appointment of a director under the age of 16 years old. A child below that age does not have the legal capacity to accept a directorship - Age of Legal Capacity (Scotland) Act 1991. If you need more information, contact Companies House, Edinburgh.
WHAT IS A FORM 12?
Form 12 is a statutory declaration of compliance with all the legal requirements relating to the incorporation of a company. It must be signed by a solicitor who is forming the company, or by one of the people named as a director or company secretary on Form 10. It must be signed in the presence of a commissioner for oaths, a notary public, a justice of the peace or a solicitor.
WHAT HAPPENS TO THE DOCUMENTS SENT TO THE REGISTRAR?
All company formation documents are subject to certain checks including checks of prospective officers against the disqualified directors' register. The Registrar then keeps the documents delivered to him and makes them available for public inspection.
WHAT IS A SINGLE MEMBER COMPANY?
A single member company is a private company, limited by shares or by guarantee, which is incorporated with one member, or whose membership is reduced to one person.
CAN A SINGLE MEMBER RUN THE COMPANY?
No. The company must still have at least one director and a secretary who cannot also be the sole director.
HOW CAN A SINGLE MEMBER HOLD GENERAL MEETINGS?
Unless the company's Articles of Association specify anything to the contrary, a single member - present in person or by proxy - constitutes a quorum. If such a meeting is held, it must be recorded in the minutes.
HOW SHOULD A COMPANY RECORD AN UNWRITTEN CONTRACT WITH A SOLE MEMBER?
If the company enters into an unwritten contract with the sole member who is also a director of the company (and the contract is not in the ordinary course of the company's business), the company must ensure that the terms of the contract are set out in a memorandum or are recorded in the minutes of the next directors' meeting.
WHAT ABOUT THE REGISTER OF MEMBERS?
A company's register of members must accurately record its members. If a company is incorporated with one member, then the register must reflect this. If the company originally had more than one member and the membership reduces, then the register must show when this happened. Similarly, the appropriate entries must be made in the register of members if the number of members later increases.
PUBLICATION OF COMPANY NAME AND DETAILS TO BE SHOWN ON COMPANY STATIONERY
Under the Companies Act 1985 your company must state its name (as it appears in its Memorandum of Association) in certain places and on its business stationery. Your company must also give certain information on all its business letters and order forms.
WHERE MUST THE COMPANY NAME BE DISPLAYED?
Every company must paint or affix its name on the outside of every office or place in which its business is carried on - even if it is a director's home. The name must be kept painted or affixed and it must be both conspicuous and legible.
ON WHICH DOCUMENTS MUST THE COMPANY NAME BE SHOWN?
The company must state its name, in legible lettering, on the following:
All the company's business letters. All its notices and other official publications. All bills of exchange, promissory notes, endorsements, cheques and orders for money or goods purporting to be signed by, or on behalf of, the company. All its bills of parcels, invoices, receipts and letters of credit.
MUST DIRECTORS' NAMES BE SHOWN?
A company does not have to state the directors' names on its business letters but if it chooses to do so it must state the names of all its directors. In other words a company cannot be selective about which directors' names it shows - it must show all of them or none of them.
WHAT INFORMATION DOES COMPANIES HOUSE REQUIRE?
Company directors have a personal responsibility for making information about the capital structure, management and activities of their companies available both to the members of the company and to the general public. For companies with limited liability, this will include accounts. If your company is unlimited, accounts must be delivered to the registrar if:
It is a subsidiary undertaking or parent of a limited company. or, it has been a banking or insurance company or operated a trading stamp scheme during the period covered by the accounts.
WHAT PERIOD SHOULD THE ACCOUNTS COVER?
A company's first accounts must start on the day of incorporation. The first financial year must end on the "accounting reference date" or a date up to seven days either side of this date. Subsequent accounts start on the day following the year-end date of the previous accounts. They end on the next "accounting reference date" or a date up to seven days either side.
HOW IS THE ACCOUNTING REFERENCE DATE SET?
The accounting reference date is the date in each year to which accounts will be drawn up. The date depends on the date of incorporation, as it is the last day of the month in which the anniversary of incorporation falls. For example, if your company is incorporated on 2 July this year, the accounting reference date will be 31 July, and its first financial year must end on 31 July next year (or within seven days of that date).
WHAT HAPPENS IF I DON'T SEND THE INFORMATION TO COMPANIES HOUSE ON TIME?
It is easy to lose confidence in a company that doesn't meet its legal obligations. If you don't tell us about your company's financial state on time, and you don't send in details of changes, anyone wanting to do business with you will not have access to the most up-to-date information about your company. It could cause trading problems or affect your company's credit rating. It could even stop a potential investor from putting money into your company, or prevent you from getting a loan when you need it.
If your accounts are delivered late, there is an automatic penalty. This is between £100.00 and £1,000.00 for a private company and between £500.00 and £5,000.00 for a PLC.
In addition, directors may be prosecuted for not filing certain documents. If convicted, they will have a criminal record and be liable for a fine of up to £5,000.00 for each offence. In some cases, they could also be disqualified from being a company director or taking part in the management of a company for up to five years.
Guidance & FAQs
FAQs: Company Formation
£ 32.00
This is our most popular package with 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 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);
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