Starting Your Business in England, Scotland, Wales or Ireland: UK Companies Law
. At present there are a number of different legal bases for UK businesses: as a sole trader, via a partnership, through a Private Limited Liability Company and via a Limited Liability Partnership (LLP). It is also possible to set up in business as a Public Limited Company (PLC) and as a Co-operative, but only very few start ups meet the criteria to use either of these. With years of professional experience we have built an excellent reputation for limited company formation. The establishment of a business entity in the UK is easy and straightforward. No residence permission is required to establish a business presence, although there is some regulation of the use of business and trading names. All companies registering in England, Scotland, Wales and Northern Ireland are required to do so with Companies House and have to submit accounts as well as annual returns.
We are a London based professional firm that incorporates businesses in England, Wales, Scotland, Northern Ireland and Republic of Ireland. In addition, we provide a wide range of support services to active entrepreneurs, lawyers, accountants and other professionals. We offer electronic company registration and electronic filing of documents. We also offer nominee secretary and registered office address facilities in addition to company formations. We supply expert advice in navigating English legal and business systems helping you to start your business in England, Scotland, Northern Ireland and/or the Republic of Ireland. If you have an idea for a business, we can also assist you in start-up your new business directly in the UK from the ground up. In the United Kingdom, you must register your business, which we can do for you. Let us know how we can help.
Choose one of the following packages that will best serve you:
Further information
We are a firm of Company Formation and Search Agents specialising in the registration of all types of companies in England, Wales and Scotland. We also provide a wide range of company secretarial services and company searches. Company formation law: Setting up and running a company in the UK is governed by the Companies Act 1985, but many other regulations affect company operations. These include: Sale of Goods Act 1979 - regulations covering the sale of any items, Health and Safety At Work Act 1974 - regulates minimum standards of health and safety for employees, Employers Liability (Compulsory Insurance) Act 1969 - this requires employers to have insurance against physical injury and disease sustained by employees.
Determining who is a promoter. A person who takes the necessary steps to form a company is called a promoter.
The term promoter is a term not of law, but of business, usefully summing up in a single word a number of business operations familiar to the commercial world by which a company is generally brought into existence. The promotion process generally involves the following activities: registering the company with Companies House, entering into pre-incorporation contracts, in the case of public companies, issuing a prospectus, appointing Directors and finding shareholders wishing to invest in the new company. Although the CA 1985 does not define the term promoter, the judges have, on occasions, framed tests for determining whether a persons activities relate to the promotion of a company. Obviously a company does not come into existence until the promoters have completed the registration requirements and the Registrar of Companies issues a certificate of incorporation.
Prior to this time a company cannot be bound by contracts entered into in its name or on its behalf. In practice, however, promoters will need to contract with third parties for such things as a lease of premises, business equipment and connection to utilities so that once the certificate of incorporation is issued the company can begin trading.
The principal governing legislation for all English & Welsh/Scottish companies can be found in the Companies Acts of 1985 (the principal Act) and 1989, which although similar to the legislation employed in jurisdictions within the British Isles is generally interpreted in a more liberal manner. The principal features of UK companies are: Directors can be either individuals or corporate entities. Minimums of two people are required to make a company (usually one Director and one Secretary).
There are no residency or nationality restrictions for directors. A company secretary can be either an individual or company and may or may not be resident in the UK. All companies must have at least one subscriber/shareholder at the time of incorporation although as with the other positions mentioned above initially these will be taken by your company registration agent who upon registration will resign and appoint the permanent officers. All companies must have a registered office address within the English & Welsh jurisdiction. A company submitting its annual return must be very specific about its objects and chose from a list provided from the Standard Industrial Classification (SIC) Code. Both own-name and ready-made/shelf companies are widely available.
Companies House can provide a same day expedited service similar to that offered by many states in the USA. The cost however is considerably higher than that for an ordinary non-expedited company, which normally takes 7-10 working days to register. Since 1989 English & Welsh companies have not legally required a seal to give effect to their contracts and legal documents etc. However, seals are still very popular since their use is clear evidence that a company intends to bind itself. England & Wales do not impose any duty on initially issued or allotted share capital although subsequent transfers should be verified by a stock transfer form (CF40) and stamped by the Stamping Office.
Shares should ideally be denominated in Pounds Sterling but technically can be denominated in any legal tender currency.
English & Welsh companies require at least one individual over the age of 18 to act in the capacity of a director. In simple terms, the director/s constitute the decision making body of a company commonly known as the board of directors (even when there is only one) and is/are liable at law for a company's actions. The director/s have a duty of care to the shareholder(s) of the company to act in the company's best interests even where doing so might come into conflict with their own personal interests. The concept of a company being a fully separate legal entity to the director/s is accepted in English & Welsh law save where they have acted in a fraudulent and/or reckless manner which could not be deemed reasonable by normal standards - In which case, the corporate veil can be lifted fully exposing the individuals behind a company to the full rigors of both civil and criminal law.
This is our most popular package with UK residents, and includes: The submission of forms detailing your company's executive officers The registration of your £1,000 authorised share capital (a minimum of one share must be issued) Company formation is usually achieved within 6-8 workday hours (Companies House permitting) Payment of UK legal and initiation fees The appointment of your own candidates as directors and secretary (a minimum of two people are required) The following documents will be e-mailed to you (Note: these documents are to be printed and signed): Electronic Certificate of Incorporation (PDF) Electronic Memorandum & Articles of Association (MS Word) Minutes of the First Meeting of Directors (MS Word) Share Certificates and company Register
Economy Package
£ 82.00
Annual Maintenance Fee £50.00
This is our most popular package with EU residents, and includes: The submission of forms detailing your company's executive officers The registration of your £1,000 authorised share capital (a minimum of one share must be issued) Company registration is usually achieved within 6-8 workday hours (Companies House permitting) Payment of UK legal and initiation fees The appointment of your own candidates as directors and secretary (a minimum of two people are required) A registered office address for 12 months, provided by Coddan An application form for the following year's renewal of the Registered Office Address service (£50.00) Annual Return and Annual Account reminder The following documents will be e-mailed to you (Note: these documents are to be printed and signed): Electronic Certificate of Incorporation (PDF) Electronic Memorandum & Articles of Association (MS Word) Minutes of the First Meeting of Directors (MS Word) Share Certificates and company Register
Premier Package
£ 131.95
Annual Maintenance Fee £99.95
This is our most popular package with small business, and includes: The submission of forms detailing your company's executive director The registration of your £1,000 authorised share capital (a minimum of one share must be issued) Company incorporation is usually achieved within 6-8 workday hours (Companies House permitting) Payment of UK legal and initiation fees Applicant appointment of director for company (appointed electronically) A registered office address for 12 months, provided by Coddan An application form for the following year's renewal of the Registered Office Address service (£50.00) Nominee company secretary service for 12 months (next year - £49.95) Annual Return and Annual Account reminder The following documents will be posted to you (these documents will be sent via Royal Mail): The original laminated Certificate of Incorporation A bound copy of the Memorandum and Articles of Association The Minutes of the First Directors' Meeting Two printed share certificates and Company Register
Deluxe Package
£ 256.95
Annual Maintenance Fee £224.95
This is our most popular package with overseas residents, and includes: The filing and registration of your company in England The registration of your £1,000 authorized share capital (a minimum of one share must be issued) Company formation is usually achieved within 6-8 workday hours (Companies House permitting) Payment of UK legal and initiation fees A registered office address for 12 months, provided by Coddan An application form for the following year's renewal of the Registered Office Address service (£50.00) Nominee Company secretarial service for 12 months (next year - £49.95) Coddan provides a company nominee director service for 1 year (next year - £125.00) The name of the nominee director & secretary will appear as a public record Annual Return and Annual Account reminder The following documents will be posted to you (these documents will be sent via Royal Mail): The original laminated Certificate of Incorporation A bound copy of the Memorandum and Articles of Association The Minutes of the First Directors' Meeting Two printed share certificates and Company' Register A pre-signed, undated letter of resignation from the nominee director A General Power of Attorney signed by nominee director An indemnity Letter for General Power of Attorney A nominee service agreement which provides for the indemnification of the nominees
Name Protection
£ 22.00
Annual Maintenance Fee £60.00
The purpose of this package: This package allows you to register a company name with Companies House and thus prevent this name being used to form a company by anyone else This package includes: The registration of a non-trading limited company with your choice of name Payment of UK legal and initiation fees A nominee director A nominee secretary A nominee shareholder A registered office address Management of the company: Coddan will file the annual return and dormant company accounts on your behalf for an annual fee of £60.00 If you do not wish to renew the management option at the end of term, the company will be dissolved
Business Start-Up: Legal Requirements
Company subscribers may be residents outside the UK You must appoint a minimum of ONE Director There is no maximum number of Directors Directors can be corporate bodies or private individuals A Director can be of any nationality Directors need not be formally trained All companies must appoint a company Secretary Secretaries can be corporate bodies or private individuals A Secretary can be of any nationality. If there is only ONE Director he or she CANNOT also be the Secretary A company must have a minimum of one shareholder who may be a corporate body or an individual No minimum paid up share capital A minimum of one share may be issued Capital may be denominated in any currency Shareholders and directors meetings may take place outside Great Britain The company is required to have a registered office in the UK
Shares are allocated to shareholders by a system called 'allotment', whereby people become members of a company. Members take shares when a company is formed ('incorporated') and the shares are regarded as 'allotted' to each member. New members can later be allotted shares, but only with the authority of existing shareholders. This authority comes from either a company's articles of association or a resolution passed at a general company meeting. A public or private company can give authority to allot shares for up to five years by an ordinary resolution. Additionally, a private company can pass an elective resolution for any fixed period. Ordinary and elective resolutions about allotting shares must be delivered to Companies House within 15 days of being passed. Form 88(2) must be completed and sent to the Registrar at Companies House when any allotment of shares is made.
Share capital is the total amount of shares issued by a company. A memorandum of association, which is needed for a limited company to form, states this amount and how it is divided into individual shares of a set amount, such as 10p a share. The amount in the memorandum is called the authorised capital.
Important Links
Coddan is one of the foremost and most economical providers of company formation and company registration services in the UK. We offer you Company Formation in England & Wales Scotland and Northern Ireland. To start with corporation tax rates are much lower than income tax rates. Finally, registering a company with your spouse allows you to split your income which almost always results in a lower tax bill. We incorporate over 95% of our companies within 6 hours. Electronic submission of information means that we can register a company with the required director, secretary, registered office and shareholders.
Suggested Reading
Members of a company must take at least some shares when their company is registered, making them subscribers. A memorandum of association lists the people owning shares and the number they own. There are no upper or lower limits on authorised share capital for private limited companies, but a public limited company (plc) must have an authorised share capital of at least £50,000. A plc must complete Form 117 stating its share capital meets the minimum requirements.
A company can increase its authorised share capital by passing an ordinary resolution at a general meeting. A copy of the resolution and Form 123 detailing the proposed increase must reach Companies House within 15 days of being passed. A company can decrease its authorised share capital by passing an ordinary resolution to cancel some shares. Notice of the cancellation is formally given on Form 122, and must reach Companies House within one month.
Under the Financial Services Act 1986, as amended by the Official Listing of Securities (Change of Competent Authority) Regulations 2000, and in the Listing Rules of the Financial Service Authority (FSA), if securities are to be offered to the public in the UK for the first time before admission, the Listing Rules require that a prospectus is submitted to, and approved by, the FSA and that the prospectus is published.
An offer will be treated as being made to the public if it is made to any section of the public, whether chosen as already being members or debenture holders of the company, or as clients of the person issuing the prospectus, or in any other manner. There are exceptions to the rule, detailed in the Act.
Section 81 of the Companies Act prohibits a private limited company (unless limited by guarantee and without share capital) from making public offers. Generally, therefore, only a public limited company can issue a prospectus. A prospectus must be registered at Companies House on or before the day of its publication. The law requires only one copy to be delivered. Any supplementary prospectus adding to or correct the information in the original document must also be delivered immediately to the Registrar. Companies incorporated outside the United Kingdom which offer securities within the UK must also send a copy of their prospectus to the Registrar.
If you want to become familiar with the description and the contents of English companies registration packages, offered by Coddan and to find above, what kind of service is included in this or that British companies formation package, to get an idea about the price of annual renewal of the service, and about the general legal requirements to the company incorporation within United Kingdom, please, select the package you need from the list, situated below the banner. The information in the banner will be renewed according to the package you've chosen.
Live Help » Live Help is a real time "chat" feature which enables you to interact with a customer service representative without a phone call. Get answers to your questions while using our website. Clicking the "Live Help" button will start an on-line session with one of our representatives. Live Help is currently available during normal business hours. Outside of the above opening hours our business center will be closed. When you click on the button you will see an e-mail form that will allow you to send us a mail with your questions. Live Help is absolutely free! There are no hidden fees. We offer the service as a courtesy to our website visitors. Dear visitors, while having a chat session with a customer, we are frequently requested to give a piece of advice on tax planning or business structuring. We would like to inform you that it is against our principles to provide online advice pertaining to these issues. The points that may be covered during a session include service description, package or service price, navigation at our website, ways of making an order, methods of payment etc. Yet, if you wish us to provide you with advice on tax or business structuring, you should be aware that this service is chargeable. If you have any questions about the company establishment then please E-Mail or call us: 0800 081 1510 or +44 (0) 207 637 3881, fax: +44 20 7681 3318.
OFFER OF SHARES BY A PRIVATE LIMITED COMPANY
Introduction. A private limited company can only make offers of its shares if an offer can properly be regarded as being a domestic concern of the persons receiving and making the offer. Thus a private limited company should first solicit indications of interest and then deal with investors individually as a 'domestic concern'. Also unless the promotional material is approved by an authorised person it can only be seen by a person who is exempt such as a certified sophisticated investor.
Restrictions in the Companies Act 1985. Section 81 Companies Act 1985 states "A private limited company commits an offence if it: offers to the public (whether for cash or otherwise) any shares in or debentures of the company; or allots or agrees to allot (whether for cash or otherwise) any shares in or debentures of the company with a view to all or any of those shares or debentures being offered for sale to the public …"
The Companies Act 1985 s742A states "this section does not require an offer to be treated as made to the public if it can properly be regarded, in all the circumstances: as not being calculated to result, directly or indirectly, in the shares or debentures becoming available for subscription or purchase by persons other than those receiving the offer; or as being a domestic concern of the persons receiving and making it".
This is complicated by s. 58(3)(b) which states it is evidence of an offer to the public if "an offer of the shares or debentures (or any of them) for sale to the public was made within 6 months after the allotment or agreement to allot".
Meaning of "Offer". The general rule is that an offer is an expression of willingness to contract on specified terms, made with the intention that it is to become binding as soon as it is accepted by the person to whom it is addressed. An offer must be capable of being accepted to form a contract for the sale or issue of securities or is an invitation to make a contractual offer.
Thus business plans designed merely to solicit indications of interest do not constitute offers for the purposes of the law restricting public offers by private companies in the Companies Act 1985 (or for the purposes of the Public Offers of Securities Regulations 1995).
Offers by a private limited company. Under the Companies Act 1985 the offence is committed by the private company offering shares to the public.
Thus one has to consider separately an offer by the company from so-called treasury stock (a primary offer) and an offer by an existing holder of shares in the company (a secondary offer).
When dealing with a primary offer the initial information supplied by the company must avoid the problem by not being classified as an offer. The information may well be classified as a "financial promotion" but that is a separate issue. When indications of interest have been received then a limited number of offers can be made providing the offer can properly be regarded, in all the circumstances, as being a domestic concern of the persons receiving and making it. Thus any offer has to be closely controlled and managed within the exemptions.
When dealing with a secondary offer the offer is being made by the individual holder and not by the company. The Companies Act 1985 restriction on private companies should not therefore normally apply and we need only worry about the POS Regs. (and of course financial promotion regulations). However s. 58(3) (see above) effectively means that there should be no secondary offerings of shares in a private limited company until at least 6 months have elapsed from an allotment by the private limited company. If there is a secondary offering within the 6 months then the allotment by the company is presumed to have been offered to the public, unless the contrary is proved.
POS Regs. The Public Offers of Securities Regulations 1995 ('POS Regs') regulates offers of securities to the public. Regulation 4(1) states "when securities are offered to the public in the United Kingdom for the first time the offeror shall publish a Prospectus…".
Regulation 5 states "a person is to be regarded as offering securities if, as principal (a) he makes an offer which, if accepted, would give rise to a contract for the issue or sale of the securities by him or by another person with whom he has made arrangements for the issue or sale of the security; or he invites a person to make such an offer; But not otherwise;"
Companies Law
Company Objects and Names
£ 32.00
This is our most popular package with UK residents, and includes:
The submission of forms detailing your company's executive officers
