Setting up a private limited company

December 23, 2015 | Posted by Sonal Agarwal | Accounting, Business Advice, Taxation, Whitepapers,

Setting up a private limited company You can set up a private limited company in the United Kingdom to run your business. All limited companies must be registered or incorporated with the Companies house. Once you have analysed all options and decided that forming a new company is the best route for your business, all you have to do is give us the following details and we will form a new company for you in just one day:

  1. Company name
  2. Address of the registered office
  3. Details of Directors
  4. Details of the shareholders
  5. Memorandum of Association
  6. Articles of Association

Company Name

There are rules on what it can include and what it cannot. Your company name cannot be similar to a name of already registered company. We can run a check for you on the Companies House register to check if it already exists or you can check yourself at this link: search-company-name.

Your name cannot:

  • contain a ‘sensitive’ word or expression as specified by the Companies House unless you get permission
  • suggest a connection with government or local authorities
  • be offensive.

Please note, the business name, that is the name under which you carry out your business can be different than the company name. There are rules regarding display of company name and business name, approvals etc.

Registered Office Address

You need to decide where the registered office of your new company will be. This address will be used for statutory mail from Companies House and HM Revenue & Customs. Your registered office is required to be in England & Wales, Scotland or Northern Ireland and it cannot be a PO Box.

We can help you find a suitable office address or in case you decide to keep all your office records with us and appoint us as your tax advisers, we can use our office address as the registered office address of your company. We will, of course, in this case, appraise you/the directors of all important correspondence received.

You can change the registered office at any time, to a different address of your choice, but you cannot change the country the company has been incorporated in.

Company Director

A company needs to have at least one director at the time of formation. You can also add any number of director any time after the company is incorporated. You will need to provide us the following details for each of the directors:

  • First name
  • Last name
  • Date of Birth (Must be 16 years or older)
  • Nationality
  • Occupation
  • Country of Residence
  • Service address (the address where all communication will be received, can be different from residential address and is a public record)
  • Residential Address
  • 3 Security Questions (these act as an online signature)
    • First three letters of Town of birth
    • Last three digits of Telephone number
    • First three letters of Eye colour

Company Shareholders

A company needs to have at least one shareholder who can also be the company director. Under Companies Act 2006, any number of new shares can be issued later to even new shareholders. We will need the following details for each of the shareholders:

  • First name
  • Last name
  • Residential Address
  • Share Currency
  • Number of Shares
  • Value Per Share
  • 3 Security Questions (these act as an online signature)
    • First three letters of Town of birth
    • Last three digits of Telephone number
    • First three letters of Eye colour

Company Secretary 

Appointing a Company Secretary is not compulsory. Some companies appoint a company secretary to take on some of the director’s responsibilities. No qualifications are necessary to be appointed as a company secretary of a private limited company. The company secretary can be a director but cannot be:

  • the company’s auditor
  • an ‘undischarged bankrupt’ – unless they have permission from the court

If a company secretary is appointed we will need the following details for her:

  • First name
  • Last name
  • Address
  • 3 Security Questions (these act as an online signature)
    • First three letters of Town of birth
    • Last three digits of Telephone number
    • First three letters of Eye colour

Memorandum of Association

A company needs to have a “Memorandum of Association” or the agreement between all initial shareholders to create the company and become its members. Once the company is formed, it cannot be amended. A proforma memorandum is available on the Companies House website, which can be adopted as such or changed according to the circumstances of the company. You do not need to provide us any details, we can create a MoA applicable for your circumstances. If required, this can be shared with you, prior to submission to Companies House.

Articles of Association

Articles of association are the internal rulebook of the company to ensure the company’s business runs as smoothly and efficiently as possible and will set out how decisions are taken by the members and directors as well as various matters connected with the shares. These are required to be submitted at the time of registration and are legally binding on the company and all of its members.

The model articles are set out in schedules 1-3 of ‘The Companies (Model Articles) Regulations 2008 (SI No. 3229)’. If the circumstances in your case warrant amendments to the model articles or warrant bespoke articles, these need to be filed at the time of registration. It is always better to seek professional advice in this regard. Subsequent changes to the Articles can be made to the Articles, but Companies House needs to be notified.

As in the case of MoA, you do not need to provide us any details, we can create Articles applicable for your circumstances. If required, this can be shared with you, prior to submission to Companies House.

What happens next

Once we gather all the requisite information, we will prepare and submit the application with all the documents to the Companies House on your behalf. It usually take a couple of days to process your application.

Once the company is registered you’ll get a ‘Certificate of Incorporation’. This confirms the company legally exists and shows the company number and date of formation.

If you have all the above information at hand and just want to form a new company please click this link http://rightcue.formnewco.com. There is a charge of £19.00 +VAT.

If you would need any advice on setting up a new company, please contact us.

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