FAQ Company Formation
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What is a Limited Company?
Choosing a name for your Limited Company?
How long will it take to form my company?
Can anyone be a company director or secretary?
What is a Registered Office?
Will I need to file audited accounts?
Do I need to be VAT Registered?
What if I need a different share capital?
How do I place an order?
What is a certificate of Incorporation?
What are Memorandums and Articles of Association?
What is a Form 288a?
What is a Form 287?
What is a Form 225?
Do I need a company seal?
What is a Dormant Company?
What is the Share Capital?
How do I appoint a new director once the company is registered?
How do I resign as director or company secretary?
What is the minimum age for a company director?
What is a Limited Company?
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 or 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.
Choosing a name for your Limited Company?
1. Can I choose any name I want for my company?
No. Several regulations can affect your choice. For example, all company names must end with the words 'Limited', 'Unlimited', 'Public Limited Company', or their abbreviations or Welsh equivalents. Certain companies may apply for exemption from using 'limited'.
2. Could my choice of name be rejected?
Yes, if:
- it is 'the same as' a name already on the index
- it includes the words 'limited', 'unlimited' or 'public limited company' anywhere except at the end of the name. This applies equally to abbreviations or the Welsh equivalent of the words;
- it is offensive;
- its use would be a criminal offence.
In addition, some names need the approval of the Secretary of State before they can be registered. These include names which contain words prescribed by regulations and names which suggest a connection with central or local government. If these categories are avoided, you can normally have your choice of name.
Before you apply to set up a company, or do anything to change its name, it is a good idea to search the index at Companies House to see if there are already any companies with names similar to the one you want. If in doubt, call + 44 (0) 1886 812352, or search the website company index at www.companieshouse.gov.uk/info
How long will it take to form my company?
The way we form your new limited company is by using our specially developed software that is approved by Companies House and enables us to form your company within 24 hours Monday - Friday. If you order your limited company before 11am your new limited company will be registered the same day.
Can anyone be a company director or secretary?
Anyone, of any nationality anywhere in the world can be appointed director unless:
- They have been disqualified by court order
- They are an undischarged bankrupt
- They are a foreign national subject to restrictions imposed by the UK Government.
A LTD company can have 1 or more directors and 1 secretary, also a sole director cannot become company secretary. The company secretary of a LTD company does not have to be qualified to hold the position.
What is a Registered Office?
A company registered in England & Wales must have a registered office in England or Wales, and the same goes for companies registered in Scotland, they must have a Scottish address for their registered office. The registered office is the address which all Companies House letters and reminders will always be sent, also all statutory documents. This is the address Companies House keep on public record. If your trading address is different you must make it clear what your registered office address is. We can offer you a registered office using our Stourport Address. We would then forward any post on to you, but this service is not available for your every day trading post. For your registered office you could use your business address, the directors home address or an accountants etc. you cannot use a PO Box address.
Will I need to file audited accounts?
All companies must file accounts with Companies House and there are penalty fines if you are late. If your company has a turnover of less than £1,00,000 per year you can claim exemption from being audited but you must include a report by a qualified accountant. Your accountant will be able to advise you further on this mater.
Do I need to be VAT Registered?
You may need to be registered for VAT, it will depend on your turnover. Your accountant will advise you on this. If you want to know more about The VAT and Customs you can visit their website, which you will find listed on our links page. We also send a booklet out will all companies, titled "Should I be VAT registered"
What if I need a different share capital?
All our UK Limited companies are formed with £1,000 share capital. If you need a different amount please advise us at the time of ordering.
How do I place an order?
You can use our on-line order form or if your prefer you can fax, e-mail or post us the information. All orders are confirmed and acknowledged by return.
What is a certificate of Incorporation?
This is the Official certificate that Companies House issues when a company is incorporated. It will include the date of incorporation, your company name and registered number. It will also confirm where the company was registered i.e England and Wales or Scotland.
What are Memorandums and Articles of Association?
These are a legal document showing the rules for running the company.
They show what the company can do by law, where it's registered
office should be, how much share capital can be issued etc.
Unless you have requested differently your memorandum and
articles will state that the company's registered office will be in
England or Wales and your maximum authorized share capital is
£1,000 for LTD companies and £50,000 for PLC's.
Your bank will require a copy of your memorandum and articles of
association when you open an account for the company.
What is a Form 288a?
This is the form used to appoint new directors and company secretary.
What is a Form 287?
This is the form to change your registered office and will be the address for all statutory notices to be sent to etc. We can provide nominee address if required. Registered office details are covered in What is a registered office.
What is a Form 225?
This form is to change your company's accounting reference date.
A company's financial year will end one year after incorporation at the end of the month. If this not convenient for any reason you can change this by completing the form.
Do I need a company seal?
Changes to the Companies Act 1989 mean a company seal is no longer a legal requirement. If you still require a seal we can supply one at an extra cost.
What is a dormant Company?
The term 'dormant' applies to a company that, in legal terms, has 'no significant accounting transactions' during a financial year. It is not the same as a 'non-trading company', a term that has no legal meaning. No significant accounting transactions means no entries in the company's accounting records. The amount paid for shares when the company is first formed and a few costs that the company may incur in order to keep the company registered at Companies House do not count as significant accounting transactions.
Companies can be dormant for various reasons, often to protect a company name, in readiness for a future project, or to hold an asset or intellectual property. Some flat management companies whose main purpose is to own the head lease or the freehold of a property choose to become dormant by setting up a residents' association to deal with any expenses.
A company can remain dormant for as long as necessary - indefinitely if, for example, its purpose it just to prevent the name being used by another company. However, there are expenses associated with keeping a company on the register. In particular, there is a £15.00 fee for registering an annual return (Form 363s). And, while the company is dormant, various other documents and annual company balance sheets must still be prepared and filed at Companies House. The company will have to decide how expenses will be met and who will run the company and be responsible for ensuring that all the legal requirements are met.
What is the Share Capital?
When a company is formed, the person or people forming it decide whether its members' liability will be limited by shares. The memorandum of association (one of the documents by which the company is formed) will state:
- the amount of share capital the company will have; and
- the division of the share capital into shares of a fixed amount.
The members must agree to take some, or all, of the shares when the company is registered.
What is the minimum age for a company director?
There is no minimum age limit in the Companies Act for a director to be appointed in England and Wales. However, he or she must be able to consent to their own appointment. You should seek legal advice if you intend to have a very young person as a director of your company.
In Scotland the Registrar will not register for any company the appointment of a director under the age of 16 years old. A child below that age does not have the legal capacity to accept a directorship - Age of Legal Capacity (Scotland) Act 1991. If you need more information, contact Companies House, Edinburgh.
Some people not of British nationality are restricted as to what work they may do while in this country. If you need more information about whether such a person can become a director of a UK-registered company, contact:
Home Office Immigration and Nationality Department
Lunar House
Wellesley Road
Croydon
CR9 2BY (Tel: 0870 606 7766)
How do I appoint a new director once the company is registered?
To appointment of a new officer - use Form 288a;
How do I resign as director or company secretary?
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.
