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faq Guidance & FAQs FAQs: Company Formation FAQs: Company Names FAQs: Business Names FAQs: Administration & Management FAQs: Annual Return FAQs: Accounting Reference Dates FAQs: Role of a Company Auditor FAQs: Late Filing Penalties FAQs: Dormant Companies FAQs: LLPs Formation and Names FAQs: LLP Management FAQs: Oversea Companies

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IS THERE MORE THAN ONE TYPE OF COMPANY?

There are five main types of company:

Private company limited by shares - members' liability is limited to the amount unpaid on shares they hold. Private company limited by guarantee - members' liability is limited to the amount they have agreed to contribute to the company's assets if it is wound up. Private unlimited company - there is no limit to the members' liability. Public limited company (PLC) - the company's shares may be offered for sale to the general public and members' liability is limited to the amount unpaid on shares held by them. Limited liability partnership - the limited liability partnership (LLP) is essentially a general partnership in form, with one important difference. Unlike a general partnership, in which individual partners are liable for the partnership's debts and obligations, an LLP provides each of its individual partners protection against personal liability for certain partnership liabilities.

Company formations. Whether you are starting a new business, setting up a subsidiary or a trading company, creating a new company is an exciting exercise. We can guide you through the process of incorporation and registration, regardless of whether you require a plc, a private limited company or a company for name protection purposes. We can ensure that your company is set up to meet the needs of both the shareholders and the company and that all potential requirements will be considered, for example those of lenders. To save you time and money in the future, we will ensure your new company is tailored to your exact requirements.

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Coddan is one of the foremost and most economical providers of limited companies formation and new business entity registration services in the UK. Coddan is a leading company set-up agent that has expertise in off the shelf companies, ready-made companies, own name company formation as well as company search, credit checking, company secretarial, accounting and bookkeeping, tax advice & charity registration. Simple cost effective limited company set-up. No paper forms to complete, all information provided electronically. Coddan offer a range of services for business, including business company set-up, virtual office services, mailing address, and company secretarial services.

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WHO CAN FORM A COMPANY?

The Companies Act generally allows one or more persons to form a company for any lawful purpose by subscribing to its Memorandum of Association. However, a public company or an unlimited company must have at least two subscribers.

WHAT IS A MEMORANDUM OF ASSOCIATION?

The Memorandum of Association is one of a number of documents required to incorporate a company. This document sets out: the company's name. Where the registered office of the company is situated (in England, Wales or Scotland). What it will do (its objects). The object of a company may simply be to carry on business as a general commercial company.

Other clauses to be included in the memorandum depend on the type of company being incorporated. The form of Memorandum for each type of company is set out in a set of tables called The Companies Regulations, 1985. The company's Memorandum delivered to the Registrar MUST be signed by each subscriber in front of a witness who MUST attest the signature.

WHAT IS A FORM 10?

Form 10 gives details of the first directors, secretary and the intended address of the registered office. As well as their names and addresses, the company's directors must give their date of birth, occupation and details of other directorships they have held within the last five years. Each officer appointed and each subscriber (or their agent) must sign and date the form. Officers acting as both director and secretary. The same person can be both a director and company secretary, provided there is another director. A sole director cannot also be the company secretary.

WHAT IS A REGISTERED OFFICE?

It is the address of a company to which Companies House letters and reminders will be sent. The registered office can be anywhere in England and Wales (or Scotland if your company is registered there). The registered office must always be an effective address for delivering documents to the company, and to avoid delays it is important that all correspondence sent to this address is dealt with promptly. If a company changes its registered office address after incorporation, the new address must be notified to Companies House on Form 287.

Companies House uses the Post Office address file to verify addresses; so, to avoid delays, please ensure that your proposed registered office address is recognised by the Post Office and always give the correct postcode on forms sent for registration.

WHAT IS THE MINIMUM NUMBER OF OFFICERS A COMPANY REQUIRES?

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 and one secretary. After incorporation, you must tell 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.

CAN ANYONE BE A COMPANY DIRECTOR?

General Advantages of UK Private Limited Companies: 1. Liability is, in the vast majority of cases, strictly limited to the investments made by the shareholders. 2. Company Officers are not personally liable for their actions unless there is a clear and serious breach of their fiduciary duty. 3. Limited companies often benefit from greater prestige than their sole proprietorship or partnership counterparts. The reason is because such an enterprise normally requires more planning and thus is deemed more credible. 4. Limited companies often benefit from significant tax advantages. In fact, many countries around the world give exclusive tax incentives to this type of entity. 5. The rights of shareholders are normally clearly defined and protected. 6. Corporate taxes only become payable after the end of the financial year. This means money that would otherwise be taxed on a monthly or quarterly basis, is available to earn further interest before the final payment of tax. 7. You need only appoint one Director and one Shareholder. 8. Directors can be corporate bodies or private individuals. 9. A Director can be of any nationality. 10. All companies must appoint a company Secretary who can be of any nationality. Call any one of our offices: Monday - Friday: 9:30am to 17:30pm +44 (0) 207.637.3881 +44 (0) 800.081.1510 +44 (0) 141.530.8188 +44 (0) 289.099.8744 info@ukincorp.co.uk

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. In the case of PLCs or their subsidiaries, you are over 70 years of age or reach 70 years of age while in office, unless you are appointed or re-appointed by resolution of the company in general meeting of which special notice has been given.

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.

WHAT IS A FORM 12?

Form 12 is a statutory declaration of compliance with all the legal requirements relating to the incorporation of a company. It must be signed by a solicitor who is forming the company, or by one of the people named as a director or company secretary on Form 10. It must be signed in the presence of a commissioner for oaths, a notary public, a justice of the peace or a solicitor.

WHAT HAPPENS TO THE DOCUMENTS SENT TO THE REGISTRAR?

All company formation documents are subject to certain checks including checks of prospective officers against the disqualified directors' register. The Registrar then keeps the documents delivered to him and makes them available for public inspection.

WHAT IS A SINGLE MEMBER COMPANY?

A single member company is a private company, limited by shares or by guarantee, which is incorporated with one member, or whose membership is reduced to one person.

CAN A SINGLE MEMBER RUN THE COMPANY?

No. The company must still have at least one director and a secretary who cannot also be the sole director.

HOW CAN A SINGLE MEMBER HOLD GENERAL MEETINGS?

Unless the company's Articles of Association specify anything to the contrary, a single member - present in person or by proxy - constitutes a quorum. If such a meeting is held, it must be recorded in the minutes.

HOW SHOULD A COMPANY RECORD AN UNWRITTEN CONTRACT WITH A SOLE MEMBER?

If the company enters into an unwritten contract with the sole member who is also a director of the company (and the contract is not in the ordinary course of the company's business), the company must ensure that the terms of the contract are set out in a memorandum or are recorded in the minutes of the next directors' meeting.

WHAT ABOUT THE REGISTER OF MEMBERS?

A company's register of members must accurately record its members. If a company is incorporated with one member, then the register must reflect this. If the company originally had more than one member and the membership reduces, then the register must show when this happened. Similarly, the appropriate entries must be made in the register of members if the number of members later increases.

PUBLICATION OF COMPANY NAME AND DETAILS TO BE SHOWN ON COMPANY STATIONERY

Under the Companies Act 1985 your company must state its name (as it appears in its Memorandum of Association) in certain places and on its business stationery. Your company must also give certain information on all its business letters and order forms.

WHERE MUST THE COMPANY NAME BE DISPLAYED?

Every company must paint or affix 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 affixed and it must be both conspicuous and legible.

ON WHICH DOCUMENTS MUST THE COMPANY NAME BE SHOWN?

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, cheques and orders for money or goods purporting to be signed by, or on behalf of, the company. All its bills of parcels, invoices, receipts and letters of credit.

MUST DIRECTORS' NAMES BE SHOWN?

A company does not have to state the directors' names on its business letters but if it chooses to do so it must state the names of all its directors. In other words a company cannot be selective about which directors' names it shows - it must show all of them or none of them.

WHAT INFORMATION DOES COMPANIES HOUSE REQUIRE?

Company directors have a personal responsibility for making information about the capital structure, management and activities of their companies available both to the members of the company and to the general public. For companies with limited liability, this will include accounts. If your company is unlimited, accounts must be delivered to the registrar if:

It is a subsidiary undertaking or parent of a limited company. or, it has been a banking or insurance company or operated a trading stamp scheme during the period covered by the accounts.

WHAT PERIOD SHOULD THE ACCOUNTS COVER?

A company's first accounts must start on the day of incorporation. The first financial year must end on the "accounting reference date" or a date up to seven days either side of this date. Subsequent accounts start on the day following the year-end date of the previous accounts. They end on the next "accounting reference date" or a date up to seven days either side.

HOW IS THE ACCOUNTING REFERENCE DATE SET?

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).

WHAT HAPPENS IF I DON'T SEND THE INFORMATION TO COMPANIES HOUSE ON TIME?

It is easy to lose confidence in a company that doesn't meet its legal obligations. If you don't tell us about your company's financial state on time, and you don't send in details of changes, anyone wanting to do business with you will not have access to the most up-to-date information about your company. It could cause trading problems or affect your company's credit rating. It could even stop a potential investor from putting money into your company, or prevent you from getting a loan when you need it.

If your accounts are delivered late, there is an automatic penalty. This is between £100.00 and £1,000.00 for a private company and between £500.00 and £5,000.00 for a PLC.

In addition, directors may be prosecuted for not filing certain documents. If convicted, they will have a criminal record and be liable for a fine of up to £5,000.00 for each offence. In some cases, they could also be disqualified from being a company director or taking part in the management of a company for up to five years.