Introduction to UK Incorporation

There are four main types of company:
  • Private company limited by shares (Ltd) - member's liability is limited to the amount unpaid on shares they hold i.e. the amount originally invested, this protects the personal assets of a shareholder. This includes community interest companies (CICs) which are private companies limited by shares. Shares may not be offered for sale to the general public; however fewer company disclosure requirements exist.
  • Private company limited by guarantee (Ltd) - member's liability is limited to the amount they have agreed to contribute to the company's assets if it is wound up. This means that no capital shares exist and no profits can be distributed to its members. This includes all RTM (Right to Manage) companies, common hold associations and those community interest companies which are companies limited by guarantee. These companies are usually non-profit making organizations and can apply for charitable status.
  • Public limited company (PLC) - the company's shares may be offered for sale to the general public ("floated") and member's liability is limited to the amount unpaid on shares held by them. This also includes community interest public limited companies ( i.e. CICs which are PLCs).
  • Limited Liability Partnership (LLP) - the company is a corporate body having legal existence independent of its members. Member's liability is limited to the amount originally invested. LLP's are governed by the Limited Liability Partnerships Act 2000.
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.

How do I form a company?
Ready-made companies are available from company formation agents such as Fides Partners Limited. If you incorporate a company yourself, you will need to send the following documents to the Registrar of Companies:
  • A memorandum of association - sets out the company name, the company registered address and the company objects.
  • Articles of association - Sets out the rules from running the companies internal affairs.
  • Form 10 - Sets out the details of the director, secretary and the companies intended registered address.
  • Form 12 - is a statutory declaration of compliance with all the legal requirements relating to the incorporation of a company.
Community interest companies (CICs)
When forming a CIC the following documents are required in addition to those listed above:
  • a community interest statement
  • an excluded company declaration
These documents must be in a form approved by the CICs Regulator.

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.

What is the minimum number of officiers a company requires?
Every company must have formally appointed company officers at all times.

A private company must have at least:
  • One director - but the company's articles of association may require more than one.
  • One secretary - formal qualifications are not required. A company's sole director cannot also be the company secretary.
  • A Private Limited Company is limited to 50 shareholders.
A public company must have at least:
  • Two directors
  • One secretary - formally qualified
All company officers have wide responsibilities in law. 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?
Generally the answer is yes, but there are some rules. You can't be a company director if:
  • You are an un-discharged 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.
  • Some people not of British nationality are restricted as to what work they may do while in this country. If you need more information about whether such a person can become a director of a UK-registered company, contact:
Home Office Immigration and Nationality Department
Lunar House
Wellesley Road
Croydon
CR9 2BY

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 and makes them available for public inspection.

Can I choose any name I want for my company?
No. There are some restrictions on your choice of company name. Names cannot be reserved and formation applications are not processed strictly in order of time or date of receipt. In the unlikely event that Companies House receive more than one application to register the same name, only one will be registered. The second will be refused because the name would then already be on the names index. There can be no guarantee which application will be processed first. In general, company incorporation applications delivered electronically are processed more quickly than other applications delivered on paper.



 

 
UK Incorporation   Offshore Incorporation
Introduction   Why Offshore
Limited Company   Mauritius 1
LLP   Mauritius 2
PLC   Belize
UK Agency   BVI
UK Branch   Syechelles
UK Holding      
Ready Made Co      
Our Packages      
       
Business Startup   Accounting  
Bank Account   Accountancy  
Virtual Office   Bookkeeping  
Nominee Services   Statutory Account  
Secretarial Services   VAT  
Apostile & Notary Services   Payroll  
Business Document   Personal Tax  
   Visa  Mastercard  Discover  Switch Solo American Express Acceptance Mark    
 
Registered in England and Wales No: 6190804 | Money Laundering registered
7 Rosse Gardens , Desvignes Drive, London,SE13 6PA
Tel: 020 7256 3200 , Fax: 020 7256 3110