Information


Introduction

Why Form a UK Limited Company?

What is a Private Company Limited by Shares?

What are the characteristics that must be considered when forming a Private Company Limited by Shares?

What is the procedure for forming a Private Company Limited by Shares?

What documents need to be sent to Companies House?

What happens after incorporation?

What information should be included on the Company's Publications?

Useful Addresses

Copyright © 1996 by IGP Corporate Ltd.

Introduction

[Top]

IGP Corporate Ltd. has compiled the following list of frequently asked questions to assist in the formation of a UK limited company.


Why Form a UK Limited Company?

[Top]

These are some of the advantages of using a UK Limited Company:

Tax planning, for directors holding shares, in the following areas:


What is a Private Company Limited by Shares?

[Top]

IGP Corporate Ltd. deals primarily in one type of company - The Private Company Limited by Shares. This is the most popular type of incorporated business due to its limited liabilitystatus.

A Private Company Limited by Shares has the following features:

There are three other types of company. These companies are best described in comparison to a Private Company Limited by Shares:

Type of Company

Shares Issued

Is liability limited?

Comments

Advantages over a Private Company Limited by Shares

Private Company Limited by Shares YESYES Most popular type of company N/A
Company Limited by Guarantee NOYES - By guarantee Not very popular; variation on shares only. None
Unlimited Company NONO Not popular; unlimited liability equals, in effect, partnership. Do not need an audit; less stringent rules on disclosure since creditors have comfort of Unlimited Liability
Public Limited Company YESYES The Big Brother to a Private Company Limited by Shares Can offer shares to general public; yet more stringent disclosure rules


What are the characteristics that must be considered when forming a Private Company Limited by Shares?

[Top]

Name

Company names must end with the word 'Limited'. Certain names may be unavailable since they are already in use. On choosing a new name Companies House should be contacted to check on availability. This saves time later if the name is rejected. Care must be taken not to choose a name too similar to a company already trading. The company may take a "passing off" action against you.

For instance a new airline trading under the name 'British Airways Tours' may face action from British Airways. Certain names may need approval if they are too closely connected with Public Bodies.

To check on availability call or write to:

Companies House
Crown Way
Maindy
Cardiff CF4 3UZ

Tel 01222 388588

Two(director & company secretary) or more people are required:

Director

Directors are responsible for the running and administration of the company. The directors' powers are governed by the articles of association Anyone can be a director as long as they are not: An undischarged bankrupt Have not been disqualified by a court from holding a directorship.

Company Secretary

The Company Secretary is responsible for complying with the necessary laws for running a company ie disclosure rules. As with a director anyone can be a company secretary as long as they are not: An undischarged bankrupt Have not been disqualified by a court from holding such a position

Share Capital

The total value of the share capital authorisedmust be decided upon and the value of one share

Registered Office

This is the legal jurisdiction that the company falls into. For a UK company it would simply be 'England and Wales'. After a company is formed this cannot be changed without an Act of Parliament, so it is very permanent!

Registered Office Address

This is the address that all the statutory documents pertaining to the company e.g. register of members, memorandum etc.. are kept.


What is the procedure for forming a Private Limited Company?

[Top]

There are three ways of forming a Private Company Limited by Shares:

You become the promoters

You supply all the necessary documents to Companies House for forming the company.

Advantages

Disadvantages


Using a company formation agent

A company formation agent (such as IGP Corporate Ltd.) will take details from you about your company e.g. name; number of shares. The agent will then fill in the required forms and submit them to Companies House.

Advantages

Disadvantages


Buy a company Off-the-Shelf

This is a company that has already been formed. The company can be purchased and used immediately by the purchaser.

Advantages

Disadvantages


What documents must be submitted to Companies House for forming a Company?

[Top]

The following must be submitted to Companies House:

N.B. This is for a Private Company Limited by Shares; subtle variations exist for the other types of company.

Articles of Association

Memorandum of Association

Form 10

Form 12

A fee of £20

Articles of Association

[Back]

The Articles layout the rules of the company i.e. how it will conduct itself and resolve disputes. The Articles must contain the following for submission to Companies House:

If a set of Articles is not submitted then Companies House will assume by default that Table Awill apply to the company.


To see a copy of Table A click below:

Memorandum of Association

[Back]

This is often said to be the passport of the company. It contains information much like a passport: name; nationality; address etc....../

A complete list of what it should contain is as follows:

Item
Comment
Name of Company Must end with the word Limited
Location of registered office This is the geographical location and would be in England or Wales
Objects of the company
Liability of members For a Private Limited Company this would simply be stated as Limited
Witnessed signatures of original subscribers
Share capital registered on incorporation How many shares in total were issued ie 100 shares of £1
Number of shares taken up by subscribers The number of shares that were issued to the subscribers listed

This is often said to be the passport of the company. It contains information much like a passport: name; nationality; address etc......

A complete list of what it should contain is as follows:

Form 10

[Back]

Form 10 must be completed by the would-be director(s)and company secretary of the company. It requires the following:

(This must be the physical location and not a PO Box number)

Form 12

[Back]

A Fee of £20

[Back]

This should be made payable to Companies House


What happens after incorporation?

[Top]

After incorporation you will receive the following document from Companies House:

If you are using a Company Formation Agent you will also receive:


What information should be included on the Company's Publications?

[Top]

Company information disclosure can be split into two types of publications:

Type One

On these publications:
  • Business Letters
  • Order Forms


The following information must be displayed:

  • The Company's Name
  • The Company's place of registration

Which will be one of the following:

Registered in England and Wales

Registered in England

Registered in Scotland
  • The Address of the Registered Office

(If the document mentions more than one address it is essential to state which is the registered office)

Type Two

On these publications:
  • Company notices and official publications
  • Bills of exchange, promissory notes, endorsements, cheques and orders for money or goods
  • Bills of exchange, invoices, receipts and letters of credit

The following information (as a minimum) must be displayed:

  • The Company's name

Useful Addresses

[Top]

For submitting company formation documents in England and Wales:

Companies House
Crown Way
Maindy
Cardiff, CF4 3UZ

Tel 01222 388588 or 01222 380801
Satellite Offices (England and Wales)
Manchester Branch

75 Mosley Street

Manchester, M2 2HR

Tel 0161 236 7500
Birmingham Branch

Birmingham Central Library

Chamberlain Square

Birmingham, B3 3HQ

Tel. 0121 233 9047
Leeds Branch

25 Queen Street

Leeds, LS1 2TW

Tel 0113 2338338
For submitting company formation documents in Scotland:

Companies House

37 Castle Terrace

Edinburgh, EH1 2EB

Tel 0131 535 5800
Scottish Satellite Office:

Companies House Satellite Office

Glasgow Branch

21 Bothwell Street

Glasgow, G2 6NL

Tel 0141 248 3315
For company searches:

The London Search Rooms
Companies House
55-71 City Road
London
EC1Y 1BB

Tel 0171 253 9393