INTRODUCTION TO UK INCORPORATION

Who can form a company?
According to the Companies Act, one or more individuals are able to set up a company, as long as its scope is not illegal, by underwriting its memorandum of association. Two subscribers will be necessary for a public company or an unlimited company.

How do I setup a company?
Ready-made companies are provided by offshore company formation agencies such as GR MORGAN FORMATIONS. If you wish to setup a company on your own, you will have to submit the following documents to the Registrar of Companies:

• A memorandum of association – includes the company objects, its name and the registered address.
• Articles of association - which rules the company’s internal affairs.

Community interest companies (CICs)
If you wish to set up a CIC, the following documents need to be submitted along with the above mentioned:

• A community interest statement.
• A declaration that the company will not be an excluded company, ie politically motivated.

The following documents have to be in a form approved by the CICs Regulator.

What is a registered office?

It is the address provided to Companies House where all post and notifications will be delivered. It can be any location in England and Wales as well as in Scotland if your business is registered there. The registered address must be a valid address for sending documents; responsiveness in dealing with all the post received is crucial in order to prevent issues. In case the registered office is moved somewhere else, Companies House must be notified of the change by Form 287.

What is the minimum number of officers a company requires?

It is important for every business to formally appoint officers.
The minimum structure required for a private company is:

• One director, although more than one can be required according to the articles of association
• One shareholder, a Private Limited Company is limited to 50 shareholders.
• One secretary, no formal qualifications required. The sole director of a company cannot be the company secretary.

The minimum structure required for a public company is:

• Two directors
• One secretary, formal qualifications are required

Company officer's responsibilities under law are wide ranging. Companies House must be informed about:

• The appointment of a new officer.
• The resignation of an officer.
• Any kind of changes in the company officers’ details such as address and name originally registered on Form 10.

Can anyone be a company director?

Yes, but some regulations are set for it. A person can’t play such a role in a company if:

• He/she is 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, the age is over 70 or is already 70 during the office period, unless he/she is appointed or re-appointed by resolution of the company in a general meeting for which a special notice has been given.
• Companies of Wales and England have no restrictions on the minimum age limit under theCompanies Act to appoint a director. Though, he or she should be responsible to consent to their own appointment. Legal assistance should be considered in case you intend to have a very young person as a director of your company. In Scotland no registration will be carried out if the prospective director’s age is below 16. According to the age of Legal Capacity (Scotland) Act 1991. Some non British citizens are prohibited from some types of work they may consider during their stay in the country. If you wish to learn more about whether such people can join as a director of registered companies of the UK, contact:
  Home Office Immigration and Nationality Department
  Lunar House
  CR9 2BY
  Croydon
  Wellesley Road

What happens to the documents sent to the Registrar?

The company documents are subject to certain checks including checks of prospective officers against the Disqualified Directors' Register.

Am I able to select any name for my company?

Clearly, you are not. There are a few restrictions on this matter. The name of your company cannot be reserved and applications for formation are not processed strictly in order of time or date of receipt. In case, Companies House get more than one application for registration with the same company name, only one will be considered.The other or second applications will not be considered since the name of the company would then already be existing in the names index. There are no guarantees about which application will be processed first; generally applications sent through the electronic procedure are processed quickly than the ones sent on paper.