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

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

Member of the Federation of Small Businesses
E-mail us info@ukincorp.co.uk Request a call-back Call Us (UK): 44 (0) 207.935.5171 / 0330.808.0089

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 £1.00, 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 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 (requires MS-Word file reader).

E-Quick Package
£ 32.00No Annual Charges
Click here to see all packages
(click here for other packages)

Company Formation Home Page  >>  Companies Formations Guidance & FAQs >>  FAQs: Administration & Management

INTRODUCTION

All companies must have officers. This means at least one director and a company secretary for a private limited company, and at least two directors and a company secretary for a public limited company. The director, or directors, must manage the company's affairs in accordance with its articles of association and the law. Certain responsibilities apply to all directors, whether executive or non-executive, and to all types of company whether trading or not. The company secretary is the chief administrator of the company.

DO I REALLY NEED A LIMITED COMPANY?

The majority of businesses are not companies. The reasons for having a limited liability company are varied, for example, it could involve ownership of property, obtaining investment funds, taxation or contractual relationships. The key point to recognise is that a company is a separate entity. This means that it is a legal person in its own right. It is separate from those who own or run it, and has "limited liability".

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.
Suggested Reading
 starting company  company formations 







WHAT DOES LIMITED LIABILITY MEAN?

Limited liability gives the owners of the company (its shareholders) protection if the company fails. This means that if a company is put into liquidation, the people who own the company will only be required to pay what they have already paid or agreed to pay towards settling its debts.

HOW DO I SET UP A LIMITED COMPANY?

If you decide, that a limited company is the best thing for your new business, you can buy a ready made / off the shelf company from Coddan or have one tailor made.

CAN ANYONE BE A DIRECTOR?

Generally it is up to the members to appoint the people they believe will run the company well on their behalf. The only restrictions that prevent anyone becoming a director are:

The person must not have been disqualified by a court from acting as a company director (unless he or she has been given leave (permission) to act by a court for a particular company). The person must not be an undischarged bankrupt (except with leave of the court). In Scotland, anybody under the age of 16; and for a PLC or their subsidiaries, anybody over the age of 70 unless specifically approved by a general meeting of the company.

WHAT RESPONSIBILITIES DOES A DIRECTOR HAVE TOWARDS COMPANIES HOUSE?

Every company director has a personal responsibility to ensure that statutory documents are delivered to the Registrar as and when required by the Act. In particular: Accounts (only for limited companies). Annual returns (Form 363). Notice of change of directors or secretaries or in their particulars (Forms 288a/b/c); and Notice of change of registered office (Form 287).

WHAT HAPPENS IF ACCOUNTS OR ANNUAL RETURNS ARE NOT FILED?

All the directors of the company could be prosecuted. Failure to deliver documents on time is a criminal offence. On conviction, a director could end up with a criminal record and a fine of up to £ 5,000 for each offence. Alternatively, if the Registrar believes that the company is no longer carrying on business or in operation, he could strike it off the register and dissolve it. If this happens all the assets of the company, including its bank account and property, generally become the property of the Crown. The company can only be restored to the register and continue in existence by means of a court order.

ARE DIRECTORS REALLY PROSECUTED?

Yes. On average more than 1,000 directors are prosecuted each year for failing to deliver accounts and returns to the Registrar on time. Persistent failure to deliver statutory documents on time may also lead to a director being disqualified from taking part in the management of a company, for a specified period.

WHAT HAPPENS IF ACCOUNTS ARE DELIVERED LATE?

Starting Business EnglandOur Service for Non-UK Residents LTD Benefits Coddan Home Page

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.


Call any one of our offices:

Monday - Friday: 9:30am to 17:30pm


United Kingdom Contact +44 (0) 207.935.5171

United Kingdom Contact +44 (0) 800.081.1510

Scotland Contact +44 (0) 141.530.8188

Northern Ireland Contact +44 (0) 289.099.8744

E-Mail Contactinfo@ukincorp.co.uk
As a director of a private limited company, you normally have a maximum of 10 months from the accounting reference date in which to deliver your company's accounts to the Registrar. The accounting reference date is the date to which your accounts must be prepared. As a director of a public limited company, you normally have a maximum of 7 months from the accounting reference date in which to deliver your company's accounts to the Registrar.

Important note if your company's first accounts cover a period of more than 12 months, they must reach Companies House within 22 months of the date of incorporation for private companies and 19 months for public companies. If accounts are received late, the company will automatically be charged a "late filing penalty".

HOW CAN PROSECUTION AND PENALTIES BE AVOIDED?

Make sure your company complies on time with all its filing obligations, not only in connection with its accounts and annual returns, but in connection with all other documents required under the Act.

ISN'T MY ACCOUNTANT SUPPOSED TO DO ALL THIS?

Your accountant's responsibilities depend on the agreement you have with him or her. However, the responsibility to deliver accounts and other statutory documents rests entirely with the directors. Ensure that your accountants have all the necessary information to prepare your accounts and get them audited on time.

WHY DOES COMPANIES HOUSE NEED THIS INFORMATION?

In exchange for the benefits of trading with limited liability, companies must deliver certain information about themselves to the Registrar. He must then make this information available for inspection by the public so that they can make informed decisions about companies that they may wish to invest in or do business with.

DOES EVERY COMPANY NEED A SECRETARY?

Yes. Section 283 (1) of the Act says every company must have a secretary. Section 283 (2) states that a sole director cannot also be the secretary.

WHAT ARE THE DUTIES OF A COMPANY SECRETARY?

They are not specified by the Act, but are usually contained in an employment contract.

SPECIAL DUTIES

As the secretary is an officer of the company under section 744 of the Act, they may be criminally liable for defaults committed by the company. For example failure to file - in the time allowed - any change in the details of the company's directors and secretary, and the company's annual return.

The secretary may also have to make out a statement of the company's affairs if an administrative receiver or a provisional liquidator is appointed, or if a winding-up order is made. (Sections 47 (Section 66 for Scotland) and 131 of the Insolvency Act 1986).

OTHER DUTIES

The company secretary usually undertakes the following duties: Maintaining the statutory registers. These are:

The register of members (section 352). The register of directors and secretaries (section 288). The register of directors' interests (section 325). The register of charges (section 407 or 422 for Scottish companies). For public companies only, the register of interests in shares (section 211).

Ensuring that statutory forms are filed promptly. You cannot simply send a letter to notify the Registrar that you wish to change the situation of the company's registered office or that changes have occurred among directors or secretaries or their particulars. You should normally use forms 287 and 288a, b or c as appropriate. You may also use the annual return Form 363s in some circumstances if the return is due at the convenient time. Changes of directors' and secretaries' details must be notified within 14 days. There are many other forms that need to be delivered to the Registrar.

Providing members and auditors with notice of meetings. You must give them 21 days written notice of an annual general meeting. You must give them 14 days written notice of a meeting, which is neither an annual general meeting or a meeting to pass a special resolution. If you are the secretary of an unlimited company, the written notice required is 7 days.

Supplying a copy of the accounts to every member of the company, every debenture holder and every person who is entitled to receive notice of general meetings - also copies demanded by anyone under section 239 of the Act. You must send accounts at least 21 days before a meeting at which they are to be laid - see section 238 of the Act.

Keeping, or arranging for the keeping, of minutes of directors' meetings and general meetings.

Ensuring that people entitled to do so, can inspect company records. For example, members of the company and members of the public are entitled to a copy of the company's register of members, and members of the company are entitled to inspect the minutes of its general meetings and to have copies of these minutes.

Custody and use of the company seal. Companies no longer need to have a company seal but if they do, the secretary is usually responsible for its custody and use.

DOES A COMPANY SECRETARY HAVE ANY POWERS?

No, but the Act allows them to sign the following re-registration applications:

The re-registration of a limited company as unlimited - section 49 (4) of the Act. The re-registration of an unlimited company as limited - section 51 (4). The re-registration of a public company as a private company - section 53 (1)(b); and the re-registration of a private company as a public company - section 43 (3).

WHAT RIGHTS DOES A COMPANY SECRETARY HAVE?

They depend on the terms of his or her contract with the company. The secretary has no special rights under the Act.

WHAT YOU HAVE TO SEND TO COMPANIES HOUSE

Company directors and secretaries are responsible for delivering information to the Registrar. There are over 200 forms that companies could file. All limited companies, whether trading or not, must keep accounting records and file accounts for each accounting period with the Registrar. Directors are personally responsible for ensuring that accounts are prepared and delivered to Companies House. Failure to do so may result in a criminal conviction and record for the director[s] and will result in financial penalties for the company.

An annual return is a snapshot of general information about a company giving details of its directors and secretary, registered office address, shareholders and share capital. Please note that annual returns are quite separate from annual accounts. Copies of any special or extraordinary resolutions and certain types of ordinary resolutions, need to be sent to Companies House within 15 days of them being passed by the company.
Contact Registered AgentIncorporate Online
Copyright © 1993-2012. All rights reserved. The logo and the Coddan company brand are registered trademarks of Coddan CPM Ltd. Coddan CPM Ltd is a private limited company registered in England, whose registered number is 05370296, and whose registered office address is 124 Baker street, London W1U 6TY, VAT registered number is 864 142 527. Coddan CPM Ltd is committed to respecting the data which we hold on you. Your details are processed and kept securely in accordance with the Data Protection Act 1998, DTA registration number is PZ9265799. The content of this site is protected under applicable copyright and trademark laws. Personal use of material is permitted for research and/or information purposes only.

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

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

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

In the event of Companies House rejecting an application or submission you will have three days to re-submit the application with appropriate corrections at no extra charge. We reserve the right to cancel the contract between us if one or more of the goods or services that you ordered were listed at an incorrect price due to a typographical error or an error in the pricing information received by us from our supplier. If we do cancel your order for this reason, we will notify you by email and will credit your account with any sum deducted by us from your credit card as soon as possible but in any event within 30 days of your order. We will not be obliged to offer any additional compensation for disappointment suffered. Products are delivered using Royal Mail recorded delivery post, or e-mail (as appropriate), unless otherwise stated. Where you request an alternative method of delivery, you must meet those costs. Services are provided using reasonable skill and care. Products and services will be provided in accordance with the timescales set out in the Consumer Protection (Distance Selling) Regulations 2000 unless otherwise agreed with you. Website Last Updated: 2/7/2012