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FREQUENTLY ASKED QUESTIONS

FAQ’s

The rules on the availability of names are quite complex. In general you can use any company name that is unique. The name must end with the word ‘Limited’ or its abbreviation ‘Ltd’ and you cannot use a name that contains abusive or offensive words. When considering whether a name is the ‘same as’ another already registered, certain words such as ‘the’, ‘&’ or ‘and’, ‘company’, ‘co’, ‘www’, ‘UK’, ‘EU’ and ‘international’ (plus many others) are ignored when comparing similarity in names.

For example, if a company called ‘John Smith Limited’ already exists, you will not be allowed to register ‘John Smith & Company Limited’.

There are many other examples of words that are considered ‘same as’.

In addition, there are a large number of words considered to be ‘sensitive names’ which require specific consent from various regulatory organisations before they can be used. This list is extensive but includes words such as ‘European’, ‘British’, ‘charity’, and ‘authority’.

Our ordering system will not allow you to submit a name that is the same as another on the register. Further guidance is available from our Support & Information Guides, however, this is a very complicated matter and if you are struggling to find your most suitable name, please contact us.

As part of our standard service, our registered office must not be used as a general business correspondence address or named as your usual place of business. If you wish to use our address for general correspondence you can sign up for the Mail Forwarding service. For an additional annual fee we will handle all your business mail and send it to your specified location.

The UK companies registry, known as Companies House keeps records of all details for UK limited companies. Information made available to the public includes names and addresses of directors, company secretary and shareholders, and the company’s governing document known as the Articles of Association. The record also includes confirmation statements and annual financial statements. Any changes of details such as addresses or ownership of shares must be communicated to Companies House on official forms together with any changes to the Articles of Association.

Any failure to comply with these regulations is a criminal offence and can lead to prosecution of the directors and removal of the company from the register. Our Company Secretarial Service ensures that all these details are kept up to date for you, so you will have no worry that your company complies with the law.

All Directors must give their usual residential address. However, you may choose to keep this confidential from the public record. Directors may choose to submit a service address for the public record. Their residential address must still be given to Companies House, but this will then only be available to law enforcement or licenced credit reference agencies.

Our facility for a Director Service Address will preserve the confidentiality of your company directors’ home addresses. This can be changed or removed at a later stage if required.

A UK limited company can be set up with just one person. It must have at least one director who can also be the sole shareholder. There is no limit to the number of directors or shareholders. A company secretary is recommended for overseas clients.

UK companies are not required by law to have a company secretary but it is strongly recommended that companies managed by foreign directors or with their management outside the UK use the services of a professional UK Company Secretary.

A company can have any number of shareholders. There must be at least one shareholder, as a company cannot exist without a share capital. There is no limit to the number of shares that can be held by an individual. Shareholders can be individuals or corporate entities.

The shareholding of a company determines its ownership, and this is usually structured very easily. If your company is to be wholly owned by yourself, you only need a single share issued in your name to begin with. Alternatively, if you wish to distribute the value of the company amongst family members or investors, 100 shares will usually give the flexibility required.

There is little need to issue more than the minimum number of shares unless you are allocating shares based on larger financial investment in the company when it would then be appropriate to issue more shares to represent each individual’s financial investment.

Note that in the event of the failure of a business, a shareholder will be responsible for any amount outstanding on shares registered in his name that are not fully paid at the date of receivership. It is not advisable to allot large numbers of unpaid shares upon incorporation unless you know that shares will be paid for. Limited company share structures are very flexible and can easily be altered at a later stage.

If you use our Managed Company Secretarial Service, we will give advice on share structuring when you need it.

According to the Companies Act, all UK companies are required by law to maintain various registers that record the details and structure of the company. These are known as statutory records and include:

  • Register of Applications and Allotments of Shares
  • Register of Directors
  • Register of Directors’ Residential Addresses
  • Register of Secretaries
  • Register of Members (Shareholders)
  • Register of Transfers of Shares
  • Register of Mortgages and Charges
  • Minutes of Meetings of Directors and Members
  • Share Certificates

It is a criminal offence if these records are not kept up to date.

Companies House is the UK Government Agency responsible for recording the incorporation of UK companies and maintaining public record information on all UK companies. The Registrar of Companies is the Chief Executive of Companies House who has the power to initiate investigations and prosecutions against directors who commit offences against the Companies Act.

Yes. All UK registered companies must file financial statements (accounts) every year with Companies House. There are rules to determine the amount of information that must be supplied in the accounts depending on the size of the business, and companies that have no trading activity must file dormant accounts. Regardless of whether a company trades in the UK, in a foreign country or via a branch registration in a foreign country, it must file financial statements here. Even if the company is exempt from paying tax in the UK, it must still file trading accounts at Companies House.

In addition, if a company is active in the UK and is subject to UK tax, it must also file full trading accounts with HM Revenue & Customs.

There are financial penalties imposed on companies that are late in filing accounts at Companies House. Limited companies must file their accounts within 9 months of their financial year-end. The company’s first accounts must be filed no later than exactly 21 months from the date of incorporation. The Courts will enforce penalties and if not paid, directors may face prosecution and the company may be removed from the register.

We can assist you in filing these financial statements, or in finding you an accountant to help prepare your accounts for you.

Your company’s financial year-end (known as the Accounting Reference Date, or ARD) is automatically determined to be the end of the month in which the anniversary of the company occurs. For example if your company is incorporated on 14 March 2018, the ARD will be 31 March in each subsequent year, commencing 31 March 2019.

The ARD can be changed within certain guidelines, but this is a complicated issue and subject to various rules and regulations. Our staff will advise you as part of our Company Secretarial Service if this becomes important.

Every company director has a personal responsibility to deliver statutory documents to Companies House as and when required by the Companies Act. These include accounts (financial statements) and the confirmation statement that is a record of the directors and shareholders of a company. Changes to the company’s directors, shareholders or service addresses must also be recorded.

In addition, directors of course have a legal responsibility to ensure the company is managed properly within the law and they have a duty to follow the regulations set out in the Companies Act. For the first time in UK law, the Companies Act 2006 sets out a codification of directors’ duties and responsibilities.

We will advise you in more detail as part of our Managed Company Secretarial Services. All the filing requirements under the Companies Act are included in the service.

Companies House is entitled to prosecute directors for failing to submit documents on time. This is a criminal offence and upon conviction each director can be fined up to £5,000.

There is a separate financial civil penalty imposed on the companies for the late filing of accounts. Accounts must be filed within 9 months of the financial year-end. Late filing penalties start at £150 and increase to £1500 if accounts are delivered more than six months late. These penalties are doubled if it is the second year that a company files its accounts late.

As part of our Company Secretarial Service we will monitor when your accounts are due and keep you advised so that these dates are not neglected.

If Companies House believes that the company is no longer carrying on business they have the power to remove a company from the register. If this happens all the assets of the company including its bank account and property become the property of the UK Crown.

The basic rule is that any company trading in the UK whose annual taxable supplies exceed £85,000 must register for VAT. You can also register voluntarily for VAT even if your value of taxable supplies is below the threshold. Once registered for VAT you will have to charge VAT (currently 20% in the UK) on your products and services, however you will be able to reclaim VAT paid on purchases.

If your company is not to carry out business in the UK and operates entirely overseas, local tax or VAT rules will apply.

VAT is a complicated subject and cannot be explained fully here. You may need the services of a qualified accountant or VAT expert to ensure you comply with the rules correctly.

Please let us know if you need further advice and we shall be happy to help. If required we can deal with HMRC to register your company for VAT.

If your company is operating in the UK it is strongly recommended that you appoint a qualified accountant to handle your company affairs here. You will benefit from good financial advice especially in matters relating to tax. Your company will be subject to corporation tax if it is active here, and this must be handled carefully to minimise your liability. You will also need to prepare financial statements for submission to HM Revenue & Customs and to Companies House. These must be prepared according to strict regulations. We work with accountants in the UK who are experienced in dealing with UK and overseas clients and we will be happy to make an introduction.

You will need a company bank account in the name of your company to carry out business. If you are operating outside the UK the company’s bank account can be anywhere in the world. A company may operate through any number of accounts it chooses, and in any currency.

Simply access our online order pages and you will be asked to enter all the information we require to set up your company correctly. Our order system is simple and easy to use and has comprehensive guidance to help you through the process. Please note the following section to ensure you have the necessary information available before starting your order.

When placing your order, you must use English characters. You cannot register names using foreign language text characters or accents.

You will need the following details for every person who is to be appointed as a Director or Shareholder of the company in order to place your order:

      • Full name (including middle names – not initials)
      • Residential address including postal code
      • Date of Birth
      • Nationality
      • Business Occupation
      • Passport or national identity card number *
      • Telephone number *
      • Town of birth *

* These details are required to create an electronic signature for each person, and also contribute towards our Anti-Money Laundering checks. This information is kept confidential, and only three digits or characters of each of these are submitted to Companies House as part of the electronic signature.

UK company registration agents are subject to strict Anti-Money Laundering Regulations and we are required by law to obtain proof of identity for all individuals with whom we create a business relationship.

If you propose to register a company with our service and nothing more, then it is likely that you will not be asked for any formal identification. However, if you wish to utilise any on-going service whereby we are then considered to have a continuing business relationship with you we must comply with the Regulations. In these circumstances we will require the following in respect of every director and shareholder:

  • Copy of Passport or National Identity Card
  • Copy of bank statement or credit card statement showing the usual residential address of the account holder. Note: this cannot be a document that has been printed from the internet.

Copies must be certified as true copies of originals by a recognised official such a Lawyer, Post Office employee, Notary, Police or Magistrate as follows:

  • The certifying signature must be accompanied by the words (in English) “I hereby certify this to be a true copy of the {passport}{identity card}{bank statement} of Mr xxxxxx”
  • The official stamp or seal of the organisation and person certifying the document must be shown
  • The full name and address of the organisation and the person certifying the document must be shown
  • Do not send original documents

We are generally able to register your company prior to receipt of identification documents if these are required. However we reserve the right to delay incorporation or the provision of any services where we consider there to be an increased risk under the Money Laundering Regulations. We will advise you if this is the case. If you are based outside the EU we may ask for supporting identification documents before we submit your application to Companies House.

It is a requirement of the Companies Act that all UK registered companies must maintain various official registers and minutes of meetings of the company. The Statutory Registers of a company as they are known are comprised of a series of permanent registers that record personal details, appointments and resignations of Directors and the Company Secretary, along with records of shareholders, share allotments and transfers, and mortgages and charges registered against the company. A company’s records should contain a series of statutory and non-statutory registers that give a full and clear understanding of the company’s structure at any point in time.

Once dissolved a company is obliged to cease trading as the legal entity ceases to exist in law. If for any reason a company is dissolved whilst still in possession of assets such as property or cash in bank accounts, those assets become the property of the Crown. There may therefore be a requirement to restore the company to the register to allow recovery of such assets or indeed to allow the company to continue trading. Under previous Companies Acts a company that had been dissolved could only be restored with a Court order. This could take several weeks and be quite costly. However, there is now an easier procedure under the Companies Act 2006 to restore a company to the register known as ‘Administrative Restoration’. It is far quicker and less expensive than the previous process. The new process is available to companies that have been dissolved only at the instigation of Companies House. If the directors have previously filed a request to dissolve the company by completion of a form DS01 then they can only apply to the Court as before.

Companies House is the UK Government Agency responsible for recording the incorporation of UK companies and maintaining public record information on all UK companies. The Registrar of Companies is the Chief Executive of Companies House who has the power to initiate investigations and prosecutions against directors who commit offences against the Companies Act.

Your company’s financial year-end (known as the Accounting Reference Date, or ARD) is automatically determined to be the end of the month in which the anniversary of the company occurs. For example if your company is incorporated on 14 March 2018, the ARD will be 31 March in each subsequent year, commencing 31 March 2019. The ARD can be changed within certain guidelines, but this is a complicated issue and subject to various rules and regulations. Our staff will advise you as part of our Company Secretarial Service if this becomes important.

The basic rule is that any company trading in the UK whose annual taxable supplies exceed £85,000 must register for VAT. You can also register voluntarily for VAT even if your value of taxable supplies is below the threshold. Once registered for VAT you will have to charge VAT (currently 20% in the UK) on your products and services, however you will be able to reclaim VAT paid on purchases. If your company is not to carry out business in the UK and operates entirely overseas, local tax or VAT rules will apply. VAT is a complicated subject and cannot be explained fully here. You may need the services of a qualified accountant or VAT expert to ensure you comply with the rules correctly.

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