Company Registration Procedure

Limited Companies

What is a Limited company?
Do I need to be a limited company?
What does limited liability mean?
How do I set up a limited company?
Why Incorporate a UK Limited Company?

Company Names

Can I choose any name I want for my company?
On which documents must my company name be shown?
Where must my company name be displayed?

Incorporation and Procedure

Why must I register?
What if Companies House reject my application?
What if i no longer need my company?

Registered Office

What is a registered office?
Can I change my registered office?

Company Directors

What is the minimum number of officers a company requires?
Can anyone be a company director?

Shares and Shareholders

What are the authorised shares?
How do I issue more shares?
Share Transfer Forms?

Company Obligations and Filing Information

What responsibilities will I have towards companies house?
Why do companies house need this information?
Do I need a Company Seal?
What is my accounting reference date?
Can I change my accounting reference date?
Where can I obtain VAT information?

What is a company registration number?

A company number is a unique number allocated to Companies House to every company incorporated.

Why are there letters attached to the company registration number?

There are several alpha pre-fixes which are attached to company registration numbers. These are descriptive codes indicating the type of company registration. Some of these codes will indicate whether or not accounts are required to be filed.

ValueDescriptionAnalysed accounts
AC Assurance company Yes
E Republic of Ireland Company Yes
FC Foreign Company Yes (on Request)
IP Industrial Provident Yes (If accounts available)
LP Limited Partnership No
NC Northern Irish Credit Union Yes
NF Northern Irish Foreign Company Yes (if audited accounts)
NI Northern Irish Company Yes
NP Northern Irish Industrial Provident Yes (If accounts available)
NE Northern Irish Reconstituted company Yes
OC Other No
OC3 Limited Liability Partnerships Yes (If accounts available)
SO3 Limited Liability Partnerships - Scottish Yes (If accounts available)
RC Royal Charter No
SA Assurance Company Scottish Yes (If available)
SC Scottish Company Yes
SF Foreign Company - Scottish Yes (On Request)
SL Limited Partnership - Scottish No
SO Other - Scottish No
SP Industrial Provident - Scottish No
SR Royal Charter - Scottish No
SZ Not Companies Act - Scottish Yes (If accounts available)
ZC Not Companies Act - England & Wales Yes (If accounts available)
IC Open Ended Investment Trust No
SI Open Ended Investment Trust - Scottish No

Limited Companies

Q. What is a Limited Company?

A. A limited company is a separate legal person created by incorporation at Companies House. Its profits, losses, assets and liabilities are its own. The company is owned by its members (the shareholders) and run by the director (or directors) whose assets are protected from loss if the business should fail. This is sometimes referred to as limited liability. Because a company has a life of its own the business can continue despite the resignation or death of any directors or shareholders and the sale of the business or the introduction of outside investors is simplified. Reasons for wanting or needing a limited company may include ownership of property, obtaining outside finance, taxation, status and protection from risk.

A limited company is a separate legal entity created by incorporation at Companies House. Once incorporated Companies House issue a certificate and company registration number. This becomes the company´s ID so to speak. You can change the company´s name at any time but you still keep the registered number. The profits, losses, assets and liabilities belong to the company. The company is then owned by its members (the shareholders) and run by the managing director directors. This gives the directors Limited Liabilities. If the company should fail the directors personal assets are protected. Because a company has a life of its own the business can continue to trade despite the resignation or death of any directors or shareholders. Other reasons for choosing a Limited company could include ownership of property, obtaining outside finance, taxation, status and protection from risk.

Q. Do I need to be a Limited Liability Company?

A. The reasons for incorporating a limited liability company are varied, for example, it could involve ownership of a property, obtaining investment funds, taxation or contractual relationships. Many businesses function satisfactorily as sole traders or partnerships however their personal assets are at risk in the event of a failure.

The key point to recognise is that a company is a separate entity. This means that it is a legal person in its own right. It is separate from those who own or run it, and has ´limited liability´.

Q. What does Limited Liability mean?

A. Limited liability gives the owners of the company (its shareholders/members) protection should the company fail.
This means that if a company is put into liquidation, the people who own the company will only be required to pay what they have already paid or agreed to pay towards settling its debts.

Q. How to set up a Limited Liability Company

A. Simply the availability of your proposed company name using the free name checking service available at www.formacompany.com
Then decided if you need an "Off-the-Shelf" company which can be transferred to you within hours. Or a "Tailor Made" company with your choice of company name.

Q. Why Incorporate a UK Limited Company?

A. Benefits of a limited company

A registered company is a corporation ie. a separate legal person distinct from shareholders. A Limited Company separates business risk from the shareholders personal assets whereas partners and sole traders remain liable personally for all business debts.

The company is owned by its members (the shareholders) and run by the director (or directors) whose assets are protected from loss if the business should fail. Because a company is a legal entity in its own right the business can continue despite the resignation or death of any directors or shareholders and the sale of the business or the introduction of outside investors is simplified.

Advantages of Limited Liability Company:-

  • a) the debts and contracts of the registered company are those of the company and not those of the members, whereas in the case of a partnership every partner is jointly and severally liable with the other partners for all the firm´s debts and obligations incurred while he is a partner.
  • b) A registered company exists until it is wound up. It is not affected by death, bankruptcy, mental disorder or retirement of any of its members.
  • c) The property of a registered company belongs to and is vested in the company. It is not affected by change of ownership of shares in the company. In a partnership the property belongs to the partners and is vested in them. This means that there are changes of ownership of, and in the formal title to, the firm´s property from time to time on the death or retirement of a partner or trustee. In a company, transfer of shares does not affect the title to the company assets.
  • d) Subject to any restrictions in the articles, shares in the company may be transferred easily or mortgaged without the consent of the other shareholders.
  • e) Limited liability for the shareholders . Liability in the case of a company limited by shares is limited to the amount unpaid on the shares held.
  • f) Management of the company can be separate from ownership and therefore provides continuity after share holder changes.
  • g) The taxation of companies is often more ´flexible ´than other types of organisations. A Limited Company is liable only for tax on its profits, and this is payable by the Company and not personally by the directors or shareholders. The profits of a company are not therefore subject to personal taxation higher rates. Directors pay tax on their personal income. The Company is taxed on profits after all expenses including directors remuneration have been deducted.
  • h) To enable you to conduct business in the UK and/or in order that a given business activity may fall under English law
  • i) Capital, to fund the company, may be obtained with relative ease when compared to other business types. Floating charges for example can be created over company assets but not partnership assets and borrowing may be by way of debentures.
  • j) Companies enable tax planning, for directors holding shares, in the following areas:

Offshore tax planning
Pensions
Retirement
Inheritance Provision
Government grants and business expansion schemes
Personal loans
UK tax shelters
Investment planning

Company Names

Q. Can I choose any name I want for my company?

A. Company Name Checks

It is important to check that the name you want is acceptable to Companies House.
Briefly, the restrictions are that:

  • You cannot register the same name as another company;
  • The use of certain words is restricted; and
  • Names likely to cause offence are not allowed.

It is also important to check whether your chosen name is similar to any other names already on the register. If your chosen name is too like another name, an objection could be made within the 12 months following the incorporation of your company and you could be directed by the Secretary of State to change the company´s name.

Certain words and phrases are classed as sensitive by the Department of Trade and Industry. If this is the case you will be prohibited from using them or you might have to justify you are entitled to use the name. For more information on this subject see our guide.

Q. On which documents must my company name be shown?

A. The company must state its name, in legible lettering, on the following:

  • All the company´s business letters;
  • All its notices and other official publications;
  • All bills of exchange, promissory notes, endorsements, cheque´s and orders for money or goods purporting to be signed by, or on behalf of, the company;

Q. Where must my company name be displayed?

A. Every company must paint or fix its name on the outside of every office or place in which its business is carried on - even if it is a director´s home. The name must be kept painted or fixed and it must be both conspicuous and legible.


Incorporation and Procedure

Q. Why must I register?

A. We provides more than just a simple company formation service. We also provide you with the facility to file 288a, 288b, 288c and 287 forms for your company direct with Companies House.

You can also use our service to form as many companies as you want and have them all allocated to your account with this.

All these services mean that we need to be sure the right person is making modifications to the right company, hence the need to register.

Q. What if Companies House reject my application?

A. If Companies House reject your application our system will automatically email you informing you of this. You can then log back into our system and make the necessary modification to your application and resubmit your forms back to Companies House.

This must be done within 3 days as Companies House keep the document ID process open for each failed application for 3 days only.

If you decide not to continue with the application after 3 days you must then log into our system and cancel the application. Any costs associated with that application are placed on your online account to use for any other services. If you wish to have them refunded to your card please contact us.

Q. What if I no longer need my company?

A. Private companies that have not traded or otherwise carried on business for at least three months may apply to the Registrar to be struck off the register.

Registered Office and other Services

Q. What is a Registered Office?

A. It is the official address of your company, which Companies House letters and reminders will be sent. The Registered Office can be situated anywhere in England and Wales (or Scotland if your company is incorporated there). The Registered Office must always be an effective address for delivering documents to the company, and therefore Post Office Boxes are not allowed. If your company wishes to change its Registered Office address after incorporation, the new address must be notified to Companies House on form 287.

Q. Can I change my registered office?

A. If a company changes its registered office address the new address must be notified to Companies House on Form 287. This can be done online using our website free of charge.

Company Directors

Q. What is the minimum number of officers your company requires?

A. Every company must have formally appointed company officers at all times. A private company must have at least:

  • One director;
  • One secretary
  • Formal qualifications are not required. 
  • A company´s sole director cannot also be the company secretary.

A public company must have at least:

  • Two directors;
  • One secretary - formally qualified
  • Formal qualifications are not required.
  • A company´s sole director cannot also be the company secretary.

After incorporation, you must inform Companies House about:

  • The appointment of a new officer - use form 288a;
  • An officer´s resignation from the company - use form 288b;
  • Changes in an officer´s name or address or any of the other details originally registered on Form 10 - use form 288c.

Q. Can anyone be a Company Director?

A. In general terms, yes, but there are some rules. You can´t be a company director if: you are an undischarged bankrupt or disqualified by a court from holding a directorship, unless given leave to act in respect of a particular company or companies;

There is no minimum age limit in the Companies Act for a director to appointed in England or Wales however, he or she must be able to consent to their own appointment.

In Scotland the Registrar will not register for any company the appointment of a director under the age of 16 years old.

Shares and Shareholders

Q. What are the authorised shares?

A. This is the number of shares your initially authorise your company to issue to shareholders/subscribers. Usually a share issue of 1000 with each share valued at £1 is used. It is worth noting that although you authorise 1000 shares, if only 1 share is issued to one person, that person becomes 100% shareholder in the business.

Q.  How do I issue more shares?

A. If you wish to issue further shares up to the authorised share capital form 88(2) should be completed and sent to the Registrar of Companies.
You can increase your authorised share capital by passing an ordinary resolution at a general meeting. A copy of the resolution and Form 123 detailing the proposed increase must then reach Companies House within 15 days of being passed.

On a similar note, the authorised share capital of a company can be reduced using Form 122 and must reach Companies House within 1 month.

Q.  Share Transfer forms?

A. We do have Form 88(2) available for download from this website, should you wish to issue any further shares in your company after incorporation.

Company Obligations and Filing Requirements

Q. What responsibilities will I have towards Companies House?

A. Every company director has a personal responsibility to ensure that statutory documents are delivered to the Registrar of Companies as and when required by the Act. In particular:

  • Accounts (only for limited companies);
  • Annual returns (Form 363);
  • The appointment of a new director or secretary - use Form 288a;
  • The appointment of a new director or secretary - use Form 288a;
  • An officer´s resignation from the company - use Form 288b;
  • Changes in an officer´s name or address or any of the other details originally registered - use Form 287.


Q.  Why does Companies House need this information?

A. In exchange for the benefits of trading with limited liability, companies must deliver certain information about themselves to the registrar. He must then make this information available for inspection by the public so that they can make informed decisions about companies that they may wish to invest in or do business with. Remember, delivery of documents does not take place until they reach the Registrar.

Q.  Do I need a Company Seal?

A. Changes to the Companies Act in 1989 mean that a seal is no longer required and therefore our standard package does not include a company seal.

Q.  What is my accounting reference date?

A. The accounting reference date is the date in each year to which accounts will be drawn up. The date depends on the date of incorporation as it is the last day of the month in which the anniversary of incorporation falls. For example, if your company is incorporated on 2 July this year, the accounting reference date will be 31 July, and its first financial year must end on 31 July next year (or within seven days of that date).

Q.  Can I change my accounting reference date?

A. You may change it by sending Form 225 (available for download from this website under the Companies House menu option) to the Registrar. You must do this during the accounting period affected by the change or during the period allowed for delivering the associated accounts.

Q.  Where can I obtain VAT information?
A. The VAT office information service. You can download the VAT Registration form.

 

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