UK

PRIVATE COMPANY LIMITED BY SHARES

The most commonly used company is a private company limited by shares the main features of which are described in these Key Facts.

NAMES

  •  Names cannot be reserved, but can be checked for immediate availability.
  • Names may be stated in any language using the Latin alphabet.
  • The company name must end in the words “Limited”, “Unlimited” or “Public Limited Company” or their abbreviations.
  • Names that are identical to an existing company will be rejected by Companies House.
  • The inclusion of words such as “British”, “National”, “International” and “European” will require approval of the Secretary of State.

RESTRICTIONS  ON  ACTIVITIES

UK companies may require regulatory approval to undertake the business of banking, insurance, assurance, reinsurance, fund management, and serve as investment funds, collective investment schemes or to undertake any other activity that would suggest an association with the banking, finance or insurance business.

SHARECAPITAL

  • The standard authorised share capital of aUKcompany is £10,000 divided into 10,000 ordinary shares of £1 each. The capital may be expressed in any convertible currency.
  • The minimum issued share capital is one share.
  • Non-voting shares, common shares and preferred shares are permitted.
  • Bearer shares (known as warrants) and registered shares may be issued.
  • There is no requirement to hold an Annual General Meeting if there is no obligation to do so in the Articles of Association.

DIRECTORS

  •  A minimum of one natural person must be appointed.
  • Additional directors can be corporations or natural persons.
  • Directors may be of any nationality
  • The minimum age for directors is 16 years old.
  • Meetings of directors may be held anywhere in the world
  • Annual meetings of the directors are not mandatory.

OFFICERS

  • No requirement to appoint a company secretary for a limited company, but the duties of the company secretary remain.
  • Directors of the company can also serve as officers.

PUBLIC FILINGS

  • The identity of shareholders, secretary (if applicable) and directors must be provided to Companies House and this information is available on public record.
  • An Annual Return and Annual Financial Statements must be prepared and filed with Companies House.
  • Amendments to the Articles of Association and changes to the Board of Directors and Officers are filed with Companies House.

REGISTERED OFFICE

 All companies must have a registered office located either inEnglandandWalesorScotland.

CORPORATE BOOKS  &  RECORDS

  • A company must maintain a Minute Book, Register of Directors and Members to be kept at the registered office address.
  • The company is not required to have a corporate seal. Seals can be provided on request.

TIME TO  INCORPORATE

  • A company with a requested name takes two – three working days to incorporate. An expedited service is available for same day incorporations.

TAXATION CORPORATE TAX

  •  A company which is incorporated in theUKis considered aUKresident for Corporation Tax purposes.
  • An exception applies where a company, treated asUKresident, would also be treated as resident in another jurisdiction under a double tax treaty. The company may then be treated as resident in the other jurisdiction.
  • Tax is levied on the worldwide profits of aUKresident company regardless of where those profits arise.
  • For the purpose of corporation tax, ‘profits’ include both income and chargeable gains arising from the disposal of assets.
  • Corporation tax is assessed on the profits of a company arising in its accounting period and then is charged at the rate for that accounting period.
  • Profits do not include dividends or other distributions received fromUKcompanies.
  • Companies should calculate and pay their tax liability within nine months of the end of the accounting period.

VALUE ADDED TAX (VAT)

  •  VAT is an indirect tax that is levied on the supply, importation and acquisition of certain goods and services.
  •  It is chargeable on the taxable supplies of goods and services made in theUKby a taxable person in the course of a business.
  • We can assist with the registration of VAT with HM Customs and Excise, and prepare the quarterly returns for submissions to the authorities.

OTHER TYPES  OF  COMPANIES

PRIVATE COMPANY LIMITED BY GUARANTEE

  • Members’ liability is limited to the amount guaranteed on winding up of the company.
  • They are usually formed by professional, charitable, trade or research associations.
  • The Memorandum and Articles of Association must state that dividends are not paid to members and that any profit or income is to be spent on promoting the company’s objects.

PUBLIC LIMITED COMPANY

  • This type of company has very similar characteristics to a private company limited by shares but 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.
  • A public limited company, or plc, is very similar to a private company limited by shares but certain additional rules must be followed:
    • The Memorandum of the company must state that it is a public limited company.
    •  The authorised share capital must be at least £50,000 or equivalent value in Euros of which 25% must be paid up.
    • A General Meeting of Shareholders must be held annually. Meetings need not be held in theUK.
    • Must have at least two directors, two shareholders and a secretary with a professional qualification.
  • A public limited company that wishes to have its shares traded on the London Stock Exchange (LSE) must comply with the requirements of the LSE as well as those set out in the Companies Act.

 PRIVATE UNLIMITED COMPANY

There is no limit to the members’ liability.

OVERSEAS COMPANY

A Branch is part of an overseas limited company organised to conduct business through local representatives in theUnited Kingdomrather than referring it abroad.

A Branch should have some visible or physical presence in connection with particular premises, a degree of permanence or some identification of being a location of the company’s business.

A Placeof Business is for companies that cannot register as a Branch and may carry out incidental or ancillary functions to the company’s business as a whole – e.g. an administrative office.

For incorporation queries in this jurisdiction, please complete and return to us our Company Formation Questionnaire.

For further information on our services provided in this jurisdiction, please Contact Us.

 

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