Companies Administration, Objections and Directions

Are there any registration forms that I need to fill before I start my business?

If you were registering directly with Companies House, you would have to fill in the necessary forms. But when you are registering with us, you simply use our online company formation service, which will send the details over to Companies House directly. Furthermore, you are appointed as the first director, which automatically makes the company ready for business.

What is the required content of a company letterhead?

A company letterhead should contain the following information, as required by legislation.

• The company's full name - including the words plc, Ltd or Company or Co (the latter two being for private sole proprietors and partnerships)
  
• The registered address of the company which will be used for official correspondences
  
• The place of registration - England, Wales, Scotland etc
  
• Registration Number 
• VAT register number (if any)

If somebody is using my company's name, what can I do to protect it?

A disagreement of such a nature should be presented in the court of law, as required by the Companies Act. The Registrar is not responsible for settling disputes arising out of matters mishandled by the two parties themselves. If the name has been legitimately registered by your company first, you should have no problem in legally defending yourself from the situation.

Do I have to fill in any forms for registration?

No, you do not have to fill any registration or incorporation forms as this will be taken care of once you register online with us. You are also appointed as the founding director of the company and ready to commence business.

Back to top

Company Compliance Queries

What sort of documentation is a company required to file with Companies House?

All limited companies are required to submit a set of accounts and returns to Companies House annually. Delays or non-delivery can constitute a civil and/or criminal penalty for the director(s).

My company does not trade. Do I still have to send accounts and a return?

Yes, a dormant or inactive business is required to submit its annual accounts and returns to Companies House within the specified period. Dormant companies are not required to submit extensive or detailed statements; a brief account of the movement or otherwise in the financial statement can be shown with a the return filled by the director(s).

What penalties can be incurred if filing is delayed or avoided?

Failure to deliver documents on time is a criminal offence; directors can be criminally prosecuted, fined and possibly disqualified. In addition, the company will incur an automatic financial penalty of a maximum £1,000 for a private company, or £5,000 for a public company, if any accounts are delivered late. The company stands the chance of being struck off the register if the record is not updated.

Can the filing dates of accounts and returns be extended?

The deliver dates of the accounts can be extended in special circumstances where the reason has been defined and approved by Companies House. For this, Form 244 must be filled and delivered before the normal filing date and must be done individually for each financial year in question.

An application can also be submitted to the Secretary of State for Trade and Industry for an extension in the delivery date, where some unforeseen circumstances may have taken place such as those that were beyond the control of the company's personnel and the auditors.

Back to top

Setting up a Limited Company

How many people do I need involved in my company?

One person may incorporate a United Kingdom private limited company and become its only shareholder and director but please note that in addition to having a director the company must have a separate secretary. If no suitable person is available for this post we can provide a nominee secretary.

Can anyone be a director?

Generally, it is up to the members to appoint the people they believe will run the company well on their behalf. The only restrictions that prevent anyone becoming a director are:

• the person must not have been disqualified by a court from acting as a company director (unless he or she has been given leave (permission) to act by a court for a particular company);
  
• the person must not be an un-discharged bankrupt (except with leave of the court);
  
• in Scotland, anybody under the age of 16; and
  
• for a PLC or their subsidiaries, anybody over the age of 70 unless specifically approved by a general meeting of the company.

Does every company need a secretary?

Yes, all companies are required to appoint a secretary. The secretary either may be a qualified member of a professional body or believed to be in the capacity to exercise his responsibilities in the best possible manner and for the interest of the company. Furthermore, legislation prohibits the appointment of a sole-director as the company secretary; although a joint director may be appointed thus.

What rights does a company secretary have?

They depend on the terms of his or her contract with the company. The secretary has no special rights under UK corporate law.

Does my company require a registered office?

Every company incorporated in England & Wales requires a Registered Office in either of these countries. Companies incorporated in Scotland or Northern Ireland has to have an office in those countries.

Back to top

Share Capital

What is Share Capital?

The share capital represents the members' ownership in a company. The owners, called the shareholders, now have a holding in the company - normally in proportion to the shares held - and the rules for control and management are set out in the Articles and Memorandum of Association.

Is there a maximum and minimum share capital?

There are no maximum limits for the authorised share capital of companies. A public limited company has a minimum requirement of at least £50,000 worth of Authorised Share Capital (the same must be issued if the company has commenced trading), whereas a private limited company has no minimum capital requirement.

The Authorised Share Capital may be increased by passing an ordinary resolution in an annual general meeting or as required by the company's Articles of Association. The company may decrease the authorised share capital by passing an ordinary resolution or as required by the Articles of Association, thereby cancelling the shares as agreed. For either procedure, a form applying to the Companies House must be filled and submitted with the copy of the resolution within 15 days of the passing of the resolution.

What is issued share capital?

The issued share capital is the number of shares issued to shareholders up to the authorised capital. This would mean that not all of the authorised capital may be issued, thus the nominal or face value of the company is retained at the issued level of share capital. Normally, the issue is supported by a collection of a premium above the nominal value of the shares, the amount transferred to a Share Premium Account.

Can shares be transferred to potential investors?

In a public limited company, shares can be bought or sold in the stock exchange, the seller signing the correct section of the Stock Transfer Form and pass it to the new comer along with the Share Certificate.

Back to top

Maintaining records

Is my company required to keep records of all transactions?

Yes, all companies have to maintain a proper record of all financial transactions throughout the year, which includes the profit and loss account, balance sheet, cash flow statements etc.

Will my company have to prepare and file audited accounts?

All companies have to file a set of audited financial statements with the Companies House unless they can be classified as "Small Companies". To qualify, the company should

• Have an annual turnover of not more than £1 million; and
  
• Have a balance sheet total of not more than £1.4 million.

Back to top

Bank Accounts and VAT

What do I need to open my company's bank account?

When applying with a bank for an account, you will require the following documentation to support your company.

• A copy of the certificate of incorporation or registration with the Companies House
  
• A copy of the Articles and Memorandum of Association
  
• The most recent set of financial statements (if any).

Value Added Tax

A company is required to register with HM Customs and Excise for Value Added Tax once the annual turnover level touches £54,000 for supply of standard rated goods. You should also register when you expect your turnover for the thirteen months to accumulate to £54,000 for standard rated goods.

A company may register for VAT voluntarily to claim the benefits of claiming the input tax paid at the time of purchasing products for sale.

Back to top

Company forms

These forms must be filled if you are using the regular procedure for registering with Companies House. You can enter all relevant information on our site electronically, which will update your company information with Companies House.

Form 288a

The forms are to be filled in by the company director and secretary, one each, marking the appropriate box on the top of the form. The director is required to enter his date of birth on the form - certifying his age to hold the position.

Each of the forms must bear the company's complete address for correspondence purposes and signatures at the end of the forms.

You are required to leave the attached sheets on the form, as this is required by the Companies House.

Form 287

This form requires the exact business address for registration purposes. This address will be used by various government agencies and authorities for correspondences. The address may be the same as the trading office or that of the residence, in case the business is managed from home.

Back to top