- Who is needed to set up a
Limited Company?
- What forms do I need to fill in when I receive
the company?
- What is Share Capital?
- What kind of records will the company have
to keep?
- Bank Accounts and VAT
Who Is Needed To Set Up A Limited Company?
How many people do I need involved in my Limited
Company Formations?
One person may incorporate a United Kingdom private limited
company and become its only shareholder and director but
please note that in addition to having a director the company
must have a separate secretary. If no suitable person is
available for this post we can provide a nominee secretary.
A director and secretary have to be named in the company
registration papers.
Can anyone be a director?
Generally it is up to the members / shareholders to appoint
the people they believe will run the company well on their
behalf. Restrictions which would prevent someone becoming
a director are: disqualification 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);
un-discharged bankruptcy (except with leave of the court);
in Scotland anybody under the age of 16; with regard to
a PLC or a subsidiary of a Northern Ireland PLC anybody
over the age of 70 would be disqualified from being a director
unless they are approved by a general meeting of the company
after a special notice of the relevant resolution.
Does every company need a secretary?
Yes - every company must have a secretary. UK corporate
law states that a sole director cannot also be the secretary.
What rights does a company secretary have?
They depend on the terms of his or her contract with the
Ltd company. The secretary has no special rights under UK
corporate law. These terms can be decided prior to company
formation or afterwards if required.
Do I need a Registered Office?
Every Ltd company formation within England & Wales requires
a Registered Office in either of these countries. Ltd company
formations in Scotland or Northern Ireland also have to
have an office in their respective countries. Although it
is not unusual to use your home address as a Registered
Office there is a possibility that the Inland Revenue may
deem your home to have contributed to the business and could
therefore apply a capital gains charge. If you have any
queries regarding this please call our office prior to company
formation. To avoid the above you may choose to use our
offices as your registered office. The annual fee for our
Registered Office Service is £50 per annum. The service
can be requested on our order form. Alternatively please
feel free to contact us on 0800 068 5362.
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What forms do I need to fill in when
I receive the company registration services documents?
When you receive the Ltd company it will already be formed
and will only require three forms to be completed as follows:
Form 288A (x2)
One form is for the Company Secretary to complete and has
the relevant box marked with a Cross towards the top of
the form.
The other form is for the Company Director to complete
also indicated by the relevant cross. Please note that the
director must put his date of birth and business occupation
in the boxes provided.
The forms both need to be completed with full addresses.
The signatures need to be at the bottom of the forms in
the box marked Consent Signature. (The resigning formation
Director and Secretary have already signed in the boxes
below.)
Form 287
This form is for the registration of the companies Registered
office (the address to which Companies House /the Inland
Revenue and other government bodies and interested parties
will send correspondence. This address can be and often
is the same as the Trading address (the address the day
to day business is handled from).
All that is required is the insertion of the address which
you would like to be the registered office (this may be
your home address if you wish).
Do I need a Registered Office?
Yes. Every Ltd company formation within England & Wales
requires a Registered Office in either of these countries.
Ltd company formations in Scotland or Northern Ireland have
to have an office in their respective countries.
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What is Share Capital?
It is traditional for a private United Kingdom Limited
company to be incorporated with an authorised share capital
of 100 ordinary shares of £1 each of which only 2
are issued. This provides for the normal start up situation
of 2 people starting out business with one share each giving
them joint control.
What is Authorised Share Capital?
The amount of share capital stated in the memorandum of
association is the company's 'authorised' or 'nominal' capital.
This is Typically £100 but can be higher or lower
and is usually decided on prior to company registration.
It can however be altered at a later date quite easily.
Is there a maximum and minimum Share Capital?
There is no maximum to any company's authorised share capital.
The minimum for a private limited company is one. However,
a Public Limited Company must have an authorised share capital
of at least £50,000 (and, if it is trading, issued
capital of £50,000).
What is Issued Capital?
Issued capital is the value of the shares issued to shareholders.
This means the nominal value of the shares rather than their
actual worth. The amount of issued capital cannot exceed
the amount of the authorised capital.
How are shares transferred to new owners?
To transfer shares in a private or unlimited company, a
seller must complete and sign the appropriate section of
a 'stock transfer form', and pass it, together with the
share certificate, to the new owner.
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What kind of records will the company
have to keep?
Will my Ltd company have to keep financial records?
All companies have to keep financial records such as evidence
of income and expenses, invoices, bank statements etc.
Will my Ltd company have to prepare and file audited
accounts?
Companies have to file audited accounts unless they are
defined as “small companies”. A small company is defined
as a company whose turnover does not exceed £1,000,000
p.a. and whose balance sheet does not exceed £1,400,000.
Do I have to fill in any complicated forms?
There are no complicated forms for you to fill in. We offer
a professional service to our clients which ensures that
we do the work of Company Registration and record initial
changes to the structure of the Ltd company. This ensures
speed and accuracy and compliance with corporate law.
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Bank Accounts and VAT
Will my company have all the necessary documents
to enable it to open a bank account?
A bank will require to see the original Certificate of Incorporation
and a copy of the company's Memorandum & Articles of
Association, both of which are provided in our company packs.
To assist in opening a bank account you will need to take
with you when you visit the bank, the Certificate of incorporation
and a copy of the Memorandum & Articles of Association.
If you have not already made arrangements for your Business
Banking account, you need look no further than HSBC Business
Banking. You can apply to open an account via the forms
provided free of charge with your company pack.
VAT
The current threshold for Vat registration is £58,000
and you must register for Vat if your business reaches this
figure. You may also register for Vat even if your turnover
hasn't reached this figure but you anticipate that it will
do so. You may also register voluntarily even if your anticipated
turnover will not reach the £58,000 threshold.
To register for Vat or if you have any queries relating
to Vat simply call:
08457 585831 (local call rate)
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