Starting Your Business in England, Scotland, Wales or Ireland: UK Companies Law
. At present there are a number of different legal bases for UK businesses: as a sole trader, via a partnership, through a Private Limited Liability Company and via a Limited Liability Partnership (LLP). It is also possible to set up in business as a Public Limited Company (PLC) and as a Co-operative, but only very few start ups meet the criteria to use either of these. With years of professional experience we have built an excellent reputation for limited company formation. The establishment of a business entity in the UK is easy and straightforward. No residence permission is required to establish a business presence, although there is some regulation of the use of business and trading names. All companies registering in England, Scotland, Wales and Northern Ireland are required to do so with Companies House and have to submit accounts as well as annual returns.
We are a London based professional firm that incorporates businesses in England, Wales, Scotland, Northern Ireland and Republic of Ireland. In addition, we provide a wide range of support services to active entrepreneurs, lawyers, accountants and other professionals. We offer electronic company registration and electronic filing of documents. We also offer nominee secretary and registered office address facilities in addition to company formations. We supply expert advice in navigating English legal and business systems helping you to start your business in England, Scotland, Northern Ireland and/or the Republic of Ireland. If you have an idea for a business, we can also assist you in start-up your new business directly in the UK from the ground up. In the United Kingdom, you must register your business, which we can do for you. Let us know how we can help.
Choose one of the following packages that will best serve you:
Further information
We are a firm of Company Formation and Search Agents specialising in the registration of all types of companies in England, Wales and Scotland. We also provide a wide range of company secretarial services and company searches. Company formation law: Setting up and running a company in the UK is governed by the Companies Act 1985, but many other regulations affect company operations. These include: Sale of Goods Act 1979 - regulations covering the sale of any items, Health and Safety At Work Act 1974 - regulates minimum standards of health and safety for employees, Employers Liability (Compulsory Insurance) Act 1969 - this requires employers to have insurance against physical injury and disease sustained by employees.
Determining who is a promoter. A person who takes the necessary steps to form a company is called a promoter.
The term promoter is a term not of law, but of business, usefully summing up in a single word a number of business operations familiar to the commercial world by which a company is generally brought into existence. The promotion process generally involves the following activities: registering the company with Companies House, entering into pre-incorporation contracts, in the case of public companies, issuing a prospectus, appointing Directors and finding shareholders wishing to invest in the new company. Although the CA 1985 does not define the term promoter, the judges have, on occasions, framed tests for determining whether a persons activities relate to the promotion of a company. Obviously a company does not come into existence until the promoters have completed the registration requirements and the Registrar of Companies issues a certificate of incorporation.
Prior to this time a company cannot be bound by contracts entered into in its name or on its behalf. In practice, however, promoters will need to contract with third parties for such things as a lease of premises, business equipment and connection to utilities so that once the certificate of incorporation is issued the company can begin trading.
The principal governing legislation for all English & Welsh/Scottish companies can be found in the Companies Acts of 1985 (the principal Act) and 1989, which although similar to the legislation employed in jurisdictions within the British Isles is generally interpreted in a more liberal manner. The principal features of UK companies are: Directors can be either individuals or corporate entities. Minimums of two people are required to make a company (usually one Director and one Secretary).
There are no residency or nationality restrictions for directors. A company secretary can be either an individual or company and may or may not be resident in the UK. All companies must have at least one subscriber/shareholder at the time of incorporation although as with the other positions mentioned above initially these will be taken by your company registration agent who upon registration will resign and appoint the permanent officers. All companies must have a registered office address within the English & Welsh jurisdiction. A company submitting its annual return must be very specific about its objects and chose from a list provided from the Standard Industrial Classification (SIC) Code. Both own-name and ready-made/shelf companies are widely available.
Companies House can provide a same day expedited service similar to that offered by many states in the USA. The cost however is considerably higher than that for an ordinary non-expedited company, which normally takes 7-10 working days to register. Since 1989 English & Welsh companies have not legally required a seal to give effect to their contracts and legal documents etc. However, seals are still very popular since their use is clear evidence that a company intends to bind itself. England & Wales do not impose any duty on initially issued or allotted share capital although subsequent transfers should be verified by a stock transfer form (CF40) and stamped by the Stamping Office.
Shares should ideally be denominated in Pounds Sterling but technically can be denominated in any legal tender currency.
English & Welsh companies require at least one individual over the age of 18 to act in the capacity of a director. In simple terms, the director/s constitute the decision making body of a company commonly known as the board of directors (even when there is only one) and is/are liable at law for a company's actions. The director/s have a duty of care to the shareholder(s) of the company to act in the company's best interests even where doing so might come into conflict with their own personal interests. The concept of a company being a fully separate legal entity to the director/s is accepted in English & Welsh law save where they have acted in a fraudulent and/or reckless manner which could not be deemed reasonable by normal standards - In which case, the corporate veil can be lifted fully exposing the individuals behind a company to the full rigors of both civil and criminal law.
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
Economy Package
£ 82.00
Annual Maintenance Fee £50.00
This is our most popular package with EU 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 registration 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) A registered office address for 12 months, provided by Coddan An application form for the following year's renewal of the Registered Office Address service (£50.00) Annual Return and Annual Account reminder 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
Premier Package
£ 131.95
Annual Maintenance Fee £99.95
This is our most popular package with small business, and includes: The submission of forms detailing your company's executive director The registration of your £1,000 authorised share capital (a minimum of one share must be issued) Company incorporation is usually achieved within 6-8 workday hours (Companies House permitting) Payment of UK legal and initiation fees Applicant appointment of director for company (appointed electronically) A registered office address for 12 months, provided by Coddan An application form for the following year's renewal of the Registered Office Address service (£50.00) Nominee company secretary service for 12 months (next year - £49.95) Annual Return and Annual Account reminder The following documents will be posted to you (these documents will be sent via Royal Mail): The original laminated Certificate of Incorporation A bound copy of the Memorandum and Articles of Association The Minutes of the First Directors' Meeting Two printed share certificates and Company Register
Deluxe Package
£ 256.95
Annual Maintenance Fee £224.95
This is our most popular package with overseas residents, and includes: The filing and registration of your company in England The registration of your £1,000 authorized 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 A registered office address for 12 months, provided by Coddan An application form for the following year's renewal of the Registered Office Address service (£50.00) Nominee Company secretarial service for 12 months (next year - £49.95) Coddan provides a company nominee director service for 1 year (next year - £125.00) The name of the nominee director & secretary will appear as a public record Annual Return and Annual Account reminder The following documents will be posted to you (these documents will be sent via Royal Mail): The original laminated Certificate of Incorporation A bound copy of the Memorandum and Articles of Association The Minutes of the First Directors' Meeting Two printed share certificates and Company' Register A pre-signed, undated letter of resignation from the nominee director A General Power of Attorney signed by nominee director An indemnity Letter for General Power of Attorney A nominee service agreement which provides for the indemnification of the nominees
Name Protection
£ 22.00
Annual Maintenance Fee £60.00
The purpose of this package: 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 This package includes: The registration of a non-trading limited company with your choice of name Payment of UK legal and initiation fees A nominee director A nominee secretary A nominee shareholder A registered office address 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
Business Start-Up: Legal Requirements
Company subscribers may be residents outside the UK You must appoint a minimum of ONE Director There is no maximum number of Directors Directors can be corporate bodies or private individuals A Director can be of any nationality Directors need not be formally trained All companies must appoint a company Secretary Secretaries can be corporate bodies or private individuals A Secretary can be of any nationality. If there is only ONE Director he or she CANNOT also be the Secretary A company must have a minimum of one shareholder who may be a corporate body or an individual No minimum paid up share capital A minimum of one share may be issued Capital may be denominated in any currency Shareholders and directors meetings may take place outside Great Britain The company is required to have a registered office in the UK
INCORPORATE IN THE UNITED KINGDOM ONLINE! OFFERING ASSISTANCE IN FORMING UK PRIVATE COMPANIES, PUBLIC COMPANIES AND ESTABLISHING LIMITED LIABILITY PARTNERSHIPS. WHY ESTABLISH A BUSINESS IN THE UK?
United Kingdom has a minimum of business formalities for establishing a business. The UK favours foreign investment. There are no exchange controls or restrictions on the introduction of capital or the repatriation of capital and profits and there are no currency regulations. Private limited companies can be formed very rapidly and easily. There are many subsidies and grants for businesses in particular areas ("Enterprise Zones", "Development Areas", "Intermediate Areas", etc.) with grants available from the UK Government and the European Union and other European institutions.
The current rates of UK Tax are low in comparison with many other western countries. The UK has double taxation agreements with many other countries. The procedure for registering a foreign branch is similar to incorporating a local company but registration expenses are slightly less than that for incorporating a local company. Any person who wishes to register a branch of a foreign company is advised to engage a professional, e.g. a lawyer or an accountant to assist him in the preparation and filing of the application for registration via Coddan CPM. If a foreign corporation does not wish to be required to register as carrying on business in United Kingdom, it may be possible to establish a representative office to engage only in activities which do not amount to, or form part of, the carrying on of the relevant business in United Kingdom. For example, having a nominated person employed by a local affiliate to handle enquiries could fall into this category.
Dear Visitors, If you want to become familiar with the description and the contents of companies establishment packages, offered by Coddan CPM LTD and to find above, what kind of service is included in this or that new business incorporation package, to get an idea about the price of annual renewal of the service, and about the general legal requirements to the company registration 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.
Coddan is one of the foremost and most economical providers of British companies formation and Scottish companies registration services. We offer you company creation service in England & Wales Scotland and Northern Ireland. We incorporate over 95% of our companies within 6 hours. Electronic submission of information means that we can set-up a company with the required director, secretary, registered office and shareholders.
Our Service Include
With our new online electronic company registration services you now have more choice on how we form your UK Limited Company. You no longer need to have us acting on your behalf as nominee company officers and shareholders. We can form your limited company with your own directors, company secretary and shareholders etc., right from the start of your limited company formation. We will need more information from you to start the formation of your limited company but this means you have a lot less paperwork to sort out after the company has been formed and it will make the opening of your limited company bank account easier.
Purchasing a company and taking on the responsibilities of being a director and/or secretary may be one of the most important choices of your business life. Before commencing, all clients are advised to consider the advantages and disadvantages of a limited company compared to either a sole proprietorship or partnership. When running a company there is generally a little more bureaucracy to manage, but in most cases this is redressed by the protection given to personal assets.
The primary advantage of these entities is that they are all based on the simple principle that the liability of the shareholders/subscribers and officers is strictly limited to their direct investment in the company. Generally, the only exceptions are when some kind of fraudulent or grossly reckless act or omission has occurred involving the aforementioned. It is important to note that the 'innocent' shareholder without any involvement in the malfeasance will not lose the benefit of limited liability. Most common type of company in the England & Wales; straightforward limited company formation process. The principal purpose is to earn profits for the shareholders who may or may not be the same as the Director(s) or Secretary.
Live Help » Live Help is a real time "chat" feature which enables you to interact with a customer service representative without a phone call. Get answers to your questions while using our website. Clicking the "Live Help" button will start an on-line session with one of our representatives. Live Help is currently available during normal business hours. Outside of the above opening hours our business center will be closed. When you click on the button you will see an e-mail form that will allow you to send us a mail with your questions. Live Help is absolutely free! There are no hidden fees. We offer the service as a courtesy to our website visitors. Dear visitors, while having a chat session with a customer, we are frequently requested to give a piece of advice on tax planning or business structuring. We would like to inform you that it is against our principles to provide online advice pertaining to these issues. The points that may be covered during a session include service description, package or service price, navigation at our website, ways of making an order, methods of payment etc. Yet, if you wish us to provide you with advice on tax or business structuring, you should be aware that this service is chargeable. If you have any questions about the company establishment then please E-Mail or call us: 0800 081 1510 or +44 (0) 207 637 3881, fax: +44 20 7681 3318.
INTRODUCTION:
This guide is intended only as a summary since the United Kingdom has complex legislation on company law, tax law, employment law, property law and laws relating to the environment, banking and financial services. It is not possible in a short publication of this sort to cover such matters in detail. The guide is however intended to give individuals or organisations who are considering investing in the United Kingdom a general understanding of the relevant legal points. Any questions on particular matters should however be the subject of professional advice.
LEGAL FORMS OF BUSINESS:
Limited Company. Private limited company. We offer a choice of limited company formation packages to suit your practice requirements. We do not cut costs on expertise and quality but still maintain a cost effective pricing structure. Many agents say they provide these items but will only actually complete them at an extra cost! Let Coddan CPM LTD incorporate your business today. All you'll need to do is fill out our online order form, and we'll take care of the rest. Prices starting at £32.00 for complete company incorporation with a FREE online company name check. Then when your new limited company has been formed you will receive by email, your new limited company certificate of incorporation, your new limited company's memorandums & articles. The company certificate will be sent out in PDF format and your M&A's, these can then be printed as required. (E-Quick UK Company Formation Package - £32.00. Complete. No Registration Fees or Any Other Hidden Charges.) Since the Companies Act 1989 it is now possible to have a single shareholder. There is no minimum capital requirement. A private company can convert itself into a public company and vice versa.
Public limited company. These are usual for large enterprises, however they need not necessarily be quoted on the Stock Market or any other market. There is a minimum capital requirement of £50,000 of which 25% must be subscribed and paid up.
Subsidiary company. An overseas company may choose to form its UK investment through a subsidiary company formed in the United Kingdom. Alternatively a subsidiary can be formed in an overseas jurisdiction and a branch of that subsidiary can be established in the United Kingdom.
Branch. An overseas company may establish a branch in the United Kingdom. This is not a separate legal personality but merely an extension, or office of the overseas business. The branch will be required to register at Companies House (within one month of establishment) as an overseas company, filing annual accounts and details of directors and secretary. This information will be available to the public for inspection. One way of reducing such disclosure would be to form a subsidiary in another country, which then establishes a branch in Great Britain so that only details of the subsidiary need be disclosed.
Place of business. A place of business is a premises where there is a physical or visible indication that the company may be contacted there. An overseas company also has to register if it habitually conducts business from a particular location in Great Britain even if there is no physical sign of the company's connection with it.
Other forms of company. It is possible to form companies limited by guarantee or unlimited companies, but this is beyond the scope of the present summary.
Partnerships consortia and EEIGs. It is possible for individuals (or companies) to form partnerships in the United Kingdom but these are usually used for particular purposes which are beyond the scope of the present summary. Consortia are frequently used by construction companies when jointly tendering for construction work. An EEIG is a creature of European Union law and is intended as auxiliary to the principal activities of its own members (e.g. distribution, research and development, marketing, construction projects etc.). An EEIG should not create profits on its own account and in the UK its members are taxed as if they formed part of a partnership.
CHOOSING A LEGAL ENTITY:
A limited company is registered at Companies House. It must operate within the Companies Acts and is governed by its own memorandum and articles of association. There are different types of limited company but they all have these qualities.
Every company has a constitution in the form of memorandum and articles. A company must have both directors and members. (Members are shareholders unless the company is limited by guarantee). Once registered a company has corporate personality. It is a legal entity (or legal person) with its own legal rights and obligations, separate and distinct from those of its members. The company's property is its own and is not treated as belonging to the company's shareholders and directors. The company itself can enter into contracts, employ people, sue and be sued and can be liable if it commits criminal offences.
The key feature of a limited company is that it offers limited liability to its members. The company (as a separate legal entity) is liable for its debts and the members and directors are not personally liable (unless they have acted wrongly in some way). The members' liability is limited to paying for their shares.
PRIVATE COMPANIES LIMITED BY SHARES:
The vast majority of trading companies are private companies limited by shares. There are over one million such companies registered at Companies House. Such a company must have the word 'Limited' or 'Ltd' at the end of its name.
Many private companies are very small. There is NO minimum capital requirement in respect of a private limited company and it is commonly less than £100. Approximately 90% of private companies are small or medium sized companies which means that they can file modified (i.e. simplified) accounts at Companies House, rather than full accounts.
A private company may not offer shares or debentures to the public Companies Act 1985, sec. 81, only a public company (PLC) may do so. Every company must deliver an annual return to Companies House within 28 days of its made-up date. A company's director(s) and secretary are responsible for ensuring that the annual return:
Is delivered to Companies House within 28 days after the anniversary of incorporation or the anniversary of the made-up date of the last annual return; and gives a true picture of the management structure and capital (if applicable) of the company at the made-up date. Remember: It is a criminal offence not to deliver the company's annual return within 28 days of the made-up date, for which company secretaries and directors may be prosecuted. How to Incorporate a LTD Company: Click Here for More Details
PUBLIC LIMITED COMPANIES (PLC):
A small proportion of companies are public companies. Such a company must have a name ending in the words 'public limited company' or 'PLC'. This type of company is appropriate for larger businesses where shares are intended to be available to the general public. Most public companies are not set up as such but are converted from private ones.
For Public Limited Companies you must appoint a minimum of TWO directors (plus a Company Secretary). A public company must have a minimum authorised share capital of £50,000, of which at least one-quarter plus any share premium must be paid up before the company starts trading: Companies Act 1985, sec. 11, sec. 118, sec. 101.
A PLC must have an issued share capital of not less than fifty thousand pounds of which a minimum of 25% must be fully paid up. Shares cannot be issued for an undertaking to do work or perform services, payment for shares may only be by 'cash' or a 'non cash' consideration. The latter method would normally be in respect of a property or other tangible asset and completed within 5 years of the allotment. A PLC is not obliged to float its shares or offer them for sale, and it can remain as private as the shareholders wish and as with private limited companies if the shares have been fully paid there is no shareholder liability. A PLC enjoys increased status because of the larger capital base. A PLC requires two shareholders and two directors one of whom may also be the company secretary. A company registered as a public company on its original incorporation cannot commence business or exercise its borrowing powers unless the Registrar has issued it with a certificate of entitlement to do business and borrow (the trading certificate) which normally takes approximately two weeks to process.
This is the only type of company which may raise capital by offering securities (shares or debentures) to the public. This is usually done by obtaining a listing on the Stock Exchange. Public companies are subject to more stringent legal requirements than private companies on a wide range of matters, but especially in relation to share capital, directors and accounts.
Companies Law
Company Objects and Names
£ 32.00
This is our most popular package with UK residents, and includes:
The submission of forms detailing your company's executive officers
