Company Incorporation
United Kingdom
 
NEW: VAT registration
for UK company
One of the advantages of
having an English company is that it automatically, gives it entry to the E.U.Market.
If the company does trade in the U.K. and its annual gross income is £55,000
plus, then it should register for VAT.
U.K. INCORPORATION
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We check the availability of
your preferred corporate name and reserve it for you.
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We prepare and file all
necessary documentation for the formation of your new corporation.
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We promptly forward the original
company documents to you.
Cost for first year, at
incorporation.
Incorporation Fee - UK £520
Corporate Structuring and Due Diligence Procedure £300
Processing Application to open Corporate Bank Account £400
VAT Registration £200
FIXED ANNUAL RECURRING FEES AND CHARGES
Annual Maintenance Fee for Internet Banking £100
Corporate Domicile Services in London, UK £500
Provision of Directors, Secretary, Bank Signatories
(free here) and Corporate Nominee Shareholders £650
Total:
£2670
To be paid when the work will begin:
Provision Bookkeeping, VAT Administration, Preparation of Statutory Accounts,
Calculating UK Corporation and Completing Tax Return £1400.
This fee is only a retainer to provide for ongoing services. The services will
actually be charged on a time spent basis by accounting function and will depend
on the volume of transactions and the technical nature of the accounting work.
Registering for VAT (Value Added Tax) - £200
We will apply for and complete the forms necessary for your company to be
registered with HM Customs & Excise for VAT. Registration takes around 3 weeks
so the sooner you apply the quicker you will have a VAT number.
Nominee Secretary
Every limited company must have a Company Secretary (Companies Act 1985
section 283) who will perform a variety of tasks crucial to the smooth running
of the company, which includes ensuring that the company's statutory obligations
are complied with.
We provide a company secretarial service to ensure that these important
statutory requirements are fulfilled, leaving the day to day running of the
company to the directors. We ensure that all the company's statutory
requirements are met, including the filing of the accounts and annual returns
(subject to the receipt of all requisite documents).
As your Company Secretary, we will prepare other documents in respect of changes
to the company structure as and when they occur. Such matters will include
allotment of shares, transfer of shares and appointments and resignations of
officers.
1. Maintaining the Register of Directors and Secretary
2. Issuing share certificates and recording transfers of shares.
3. Maintaining the Register of Members and Debenture Holders.
4. Arranging for charges to be registered and recorded in the Register of
Charges.
5. Preparation and submission of the Annual Returns <fee payable>
6. Filing of documents at the Companies Registry including changes of registered
office, changes of directors and secretary.
7. Duties other than those set out above will be carried out at a rate of £40
per hour.
VAT
Registration:
It is not possible for us to
incorporate a Company and then register it for VAT without you supplying the
answers on the application form.
A detailed application form must be completed and
submitted - it takes around 4 weeks for the Revenue to issue a VAT number.
Please read our guide to obtaining a UK VAT
Registration number.
Details on how to complete the
forms are available from this website.
Until a few months all that was necessary was to file a simple application
and the VAT number would be given within a few days.
The procedure is now more complicated:
1. We get the application from H. M. Customs &
Excise in Northern Ireland.
2. This, obviously, has to be completed and
returned for processing,
The company
must be incorporated with full nominee structure.
Basic Info on UK companies.
An annual return must be filed which formally sets out the names of the
directors, secretary and shareholders. The filing fee is (presently) £15.
The company is required to file annual accounts unless it does not trade in U.K.
in which event very simple dormant accounts are filed. No fee is payable.
If the company trades in U.K., it must file annual accounts and, of course, will
become liable for corporation tax. However, if the company does not trade then
all that it has to do is file simple "non trading" accounts and the company is
then considered a dormant company and no questions are asked.
It is not unknown for a client to register a company in England and then trade
offshore from the U.K. and then just file "non trading" accounts.
It need have only one director and a secretary. However, if there is only a
single director then he /she cannot be the secretary. Accordingly, it is usual
for there to be two directors.
There is no restriction upon the directors, secretary or shareholders being
foreign nationals or companies.
A full nominee structure is available.
For your convenience, we have included a
Cost Calculator
in the order form:
ORDER
HERE
Company Formations - package contents
You will receive the following:
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Original Certificate of
Incorporation |
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This is issued
by The Registrar of Companies after
incorporation. It shows your company name, the
registered company number and date of
incorporation of your new company.
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Four copies of the Memorandum of
Association |
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These show the
rules for the running of your company. They show
what the company can do by law, where its
registered office should be, how much share
capital can be issued, etc. |
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Four copies of the Articles of
Association |
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The Articles
of Association contain the detailed regulations
for the running of your company, including,
rules on the allotment and transfer of shares,
the appointment and removal of directors,
conduct of board and general meetings, etc. |
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Draft Minutes for your First
Board Meeting |
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Stock Transfer Form |
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These forms
are your proof that our nominee shareholders no
longer own the shares issued on incorporation.
Keep these forms safe and no stamp duty is
payable on the transfer because no payment was
requested or made. |
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1 Form 88(2) Return of Allotment
of Shares |
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Within one
month of the allotment of shares, a return on
Form 88(2) must be delivered to Companies House. |
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2 Forms 288a Appointment of
Director or Company Secretary |
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These forms
should be completed and returned to us within 10
days from the appointment of a Director or
Secretary. Almost anyone, of any nationality,
anywhere in the world can be appointed a company
director.
We can act as Company Secretary for your company
if required. |
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2 Forms 288b Terminating
Appointment of Director or Company Secretary |
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Form 225 Accounting Reference
Date |
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A company's
financial year will end one year after
incorporation. Should you wish to change it to
say March or December you change it by
completing form 225. |
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Form 287 Registered Office |
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The Registered
Office is the company's address in England or
Wales to which formal communications are sent,
it may be the business address, the directors
home address, the accountants address etc but it
must be a real address not a P O Box number. We
can provide a Registered Office for your company
if required. |
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Certificate of Non-Trading |
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A certificate
of non-trading is a certificate that we supply
guaranteeing your company has not traded or
incurred any liabilities prior to it being
transferred to you. |
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Combined Company Register |
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Here is where
you record the issue of shares, the transfer of
shares, the appointment and resignation of
officers, minutes of board meetings etc.
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24 Share Certificates |
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Register of Members & Share
Ledger |
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Register of Directors &
Secretaries |
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Register of Mortgages & Charges |
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We can assist
your new company after incorporation with: |
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Acting as your Registered Office |
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Every company
must have a Registered Office at which official
documents can be served |
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Acting as your Company Secretary |
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Every limited
company must have a Company Secretary (Companies
Act 1985 section 283) |
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Every company must
have a Registered Office at which official documents can
be served (Companies Act 1985 section 287 (1)) and this
address should be displayed on all business letterheads
and order forms of the company (section 351).
The Registered Office
address need not be the company's place of business, and
is often the address of a company that provides company
formation services - or the that of a solicitor or
accountant or even one of the directors home address.
Official documents,
such as documents from a court, are normally served on a
company at its Registered Office, and official
correspondence is usually sent to the Registered Office,
for example official letters from the Inland Revenue and
the Registrar of Companies.
Please note that this
address should not be used for any trading purposes or
general correspondence, or for any form of advertising.
The address is only to be used to comply with the
requirements of the Companies Act 1985 in relation to
official mail and documents.
We will forward on all
official mail by first class post or airmail on receipt.
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We are pleased to provide a summary of
the salient features of companies incorporated in the United Kingdom.
[
BACKGROUND ] [ COMPANY FORMATION ]
[ SHARE CAPITAL, TAXATION, LICENCE FEES &
COMPLIANCE ]
[ STRUCTURE OF MANAGEMENT ]
CORPORATE FEATURES
| GENERAL |
| Type of Company |
Private Limited |
Public Limited |
| Political Stability |
Excellent |
| Common or Civil Law |
Common |
| Disclosure of Beneficial Owner |
No |
| Migration of Domicile Permitted |
No |
| Tax on Offshore Profits |
Yes |
| Language of Name |
Latin Alphabet |
| CORPORATE
REQUIREMENTS |
| Minimum Number of Shareholders |
One |
Two |
| Minimum Number of Directors |
One |
Two |
| Bearer Shares Allowed |
No |
Yes |
| Corporate Directors Permitted |
Yes |
Yes |
| Company Secretary Required |
Yes |
Yes |
| Standard Authorised Share Capital |
£ 1,000 |
£ 50,000 |
| LOCAL REQUIREMENTS |
| Registered Office/Agent |
Yes |
Yes |
| Company Secretary |
Yes |
Yes |
| Local Directors |
No |
No |
| Local Meetings |
No |
No |
| Government Register of Directors |
Yes |
Yes |
| Government Register of Shareholders |
Yes |
Yes |
| ANNUAL REQUIREMENTS |
| Annual Return |
Yes |
Yes |
| Submit Accounts |
Yes |
Yes |
| RECURRING GOVERNMENT
COSTS |
| Minimum Annual Tax/Licence Fee |
Nil |
Nil |
| Annual Return Filing Fee |
£ 15 |
£ 15 |
GENERAL
INFORMATION
The United Kingdom, which consists of England, Scotland, Wales and
Northern Ireland, lies off the Western Coast of Europe. It has a total landmass
of approximately 241,590 sq km.
POPULATION
The total population of the United Kingdom is
approximately 58 million of which at least 9 million live in the Greater London
area. 5.25 million people live in Scotland, with a further 1.5 million resident
in Northern Ireland. The population of Wales is also approximately 1.5 million.
POLITICAL STRUCTURE
The United Kingdom has a hereditary monarchy, and the Head of State is Queen
Elizabeth II, who ascended the throne on 6 th
February 1952. The legislature is bicameral. The Upper House being the House of
Lords and the Lower House the House of Commons.
INFRASTRUCTURE AND ECONOMY
The United Kingdom is one of the world’s great trading powers and financial
centres, and its essentially capitalistic economy ranks among the four largest
in Western Europe. Agriculture is intensive, highly mechanised and efficient by
European standards, producing 60% of food needs with only 1% of the labour
force.
The United Kingdom has large
coal, natural gas and oil reserves; primary energy production accounts for 12%
of GDP, one of the highest for an industrial nation. Services industries,
particularly banking, insurance and business services, account for the largest
proportion of GDP, whilst industry continues to decline, now only employing 25%
of the work force.
LANGUAGE
The official and spoken language is English.
CURRENCY
UK Pound.
EXCHANGE CONTROL
None.
TYPE OF LAW
Common Law.
PRINCIPAL CORPORATE
LEGISLATION
Companies Act 1985 (as amended).
The Income and Corporation Taxes Act 1988.
COMPANY FORMATION
LONDON REGISTRY
As long as a client is prepared and able to wait for seven days a
"custom-made" new UK company formation may not only be preferable but also more
economical. Custom-made companies are set up with a client’s own choice of name
(subject to availability) and with the required share capital.
The intended situation
of the registered office can be stated from the outset. Clients can be named as
the first director and secretary.
Many international
clients and UK businesses prefer to have their UK company incorporated in the
capital of the United Kingdom - London. This facility is available to our
clients and companies can often be incorporated on the same day that
instructions are received. The Certificate of Incorporation of such companies
shows their place of incorporation as being London. The UK Registrar of
Companies levies a nominal additional fee for this service but our experience is
that most clients, particularly those involved in international trade and having
a registered office in London, take advantage of this exclusive facility. Less
than 1% of all companies incorporated in England and Wales are today
incorporated in London. Over a decade ago, the principal companies’ registry for
England and Wales was moved, by the government, from London to Cardiff, Wales.
Another distinct
advantage of incorporation in London is the availability of a same-day
incorporation service.
Clients who decide not
to incorporate in London will have their company registered at the principal
Company Registry for England and Wales in Cardiff (i.e. not England). In such
cases the Certificate of Incorporation shows Cardiff not London as the place of
incorporation.
In addition, to the
companies registry in Cardiff, which covers England and Wales, additional
company registries are situates in Edinburgh for Scotland and Belfast for
Northern Ireland
TYPE OF COMPANY FOR INTERNATIONAL
TRADE AND INVESTMENT
Private or Public Limited Company.
PROCEDURE TO INCORPORATE
Submission of Memorandum of Association, Articles of Association, Declaration of
Compliance and Statement of the First Directors and Secretary and notification
of the situation of the Registered Office with the requisite fee to Companies
House.
RESTRICTIONS ON TRADING
Yes, specified groups, which include for example, banking, insurance, financial
services, consumer credit related services and employment agencies.
POWERS OF COMPANY
A Company incorporated in the United
Kingdom has the same powers as a natural person.
LANGUAGE OF LEGISLATION
AND CORPORATE DOCUMENTS
English.
shelf COMPANIES
AVAILABLE
No.
TIME TO INCORPORATE
Ten to fifteen working days.
NAME RESTRICTIONS
Any name that is identical or similar to an existing company, any name which
would be considered offensive or suggests criminal activity, or any name that
suggests the patronage of the Royal Family or the Government of the United
Kingdom. Restricted names include assurance, bank, benevolent, building society,
Chamber of Commerce, fund management, insurance, investment fund, loans,
municipal, reassurance, reinsurance, savings, trust, trustees, university or
their foreign language equivalents.
LANGUAGE OF NAME
Whilst the name of company can be in any language, the documentation must be in
English. Any name in a language other than English must be accompanied by a
translation to ensure that the name is not restricted. However, if the company
is incorporated in Wales there is a proviso that documentation in Welsh will be
accepted.
REGISTERED OFFICE REQUIRED
Yes, must be maintained in the United Kingdom.
NAMES REQUIRING CONSENT
OR LICENCE
All financial services activities such as banking and insurance.
SUFFIXES TO DENOTE LIMITED
LIABILITY
Limited, Public Limited Company or the relevant abbreviations.
DISCLOSURE OF BENEFICIAL
OWNERSHIP TO AUTHORITIES
No.
SHARE
CAPITAL, TAXATION, LICENCE FEES AND COMPLIANCE MATTERS
AUTHORISED AND ISSUED
SHARE CAPITAL
Private Company - The
minimum issued capital is one share, but further capital is usually issued to
reflect the stability and strength of the company. A private company is normally
incorporated with an authorised share capital of £ 1,000.
Public Company - The
minimum authorised share capital for a public company is £ 50,000 of which £
12,500 must be paid up (in case of liquidation the full £ 50,000 must be paid).
The minimum issued capital is two shares.
CLASSES OF SHARES PERMITTED
Ordinary shares, preference shares, deferred shares, redeemable shares and
shares with or without voting rights.
BEARER SHARES PERMITTED
No.
TAXATION
Taxation is paid by companies in the UK
based upon audited accounts, which are submitted to the Inland Revenue at the
end of the company’s financial year. A company is free to choose its own
year-end. Companies pay capital gains tax and corporation tax at the same rate
being 21% where the net profit before tax does not exceed £ 300,000. The tax
payable increases thereafter in stages until the net profit before tax reaches £
1.5 million where the top rate of corporation tax is charged at the rate of 31%.
DOUBLE TAXATION AGREEMENTS
The United Kingdom is party to more double tax treaties than any other sovereign
state.
LICENCE FEES
None.
FINANCIAL STATEMENT REQUIREMENTS
All UK Companies are required to file accounts with the Registrar of Companies.
There is an exemption given in favour of limited liability companies where they
have a small turnover, which is defined as being below £ 350,000. In those
circumstances the directors must self-certify the accounts without the
requirement to have a formal audit.
STRUCTURE OF MANAGEMENT
DIRECTORS
Private Companies - One. They may be natural persons or bodies corporate.
They may be of any nationality and need not reside in the United Kingdom.
Public Companies - Two.
They may be natural persons or bodies corporate. They may be of any nationality
and need not reside in the United Kingdom.
COMPANY SECRETARY
A company secretary must be appointed. The company secretary may be a natural
person or a body corporate. They can be of any nationality and need not reside
in the United Kingdom.
SHAREHOLDERS
Private Companies - the minimum number of shareholders is one.
Public Companies - the
minimum number of shareholders is two.
IMPORTANT
NOTE
International tax planners
are able to utilise UK structures to minimise taxation for international
business
For your convenience, we have included a
Cost Calculator
in the order form:
ORDER
HERE

FIND/BUY RELATED BOOKS!
Whilst every effort has been made to ensure that the details contained herein
are correct and up-to-date, it does not constitute legal or other professional
advice. We do not accept any responsibility, legal or otherwise, for any errors
or omissions.
Please go to our
Uses of offshore Companies Page where you
will find interesting information on the benefits of using offshore companies
and trusts for business and personal use, links to information on other
locations and details of our products and services.
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