United Kingdom Ltd
Formation of a UK Limited Company (UK Ltd)
A UK limited company is a simple and fast way to protect your assets. Its essential features include a flexible corporate structure, and the liability of members to the amount of share capital subscribed to. A UK Ltd is frequently used for international trade within the European Union, and for e-commerce businesses.
FACTS & INFO
The term ’offshore’ is not used in UK legislation, or in describing company forms. In the UK, there are no specific forms of company (or any other entity) designed for offshore operation.
Private limited companies are the most common form of business entity used in the UK. The essential features of a private limited liability company are that the liability of members is limited to the amount of share capital subscribed to.
UK companies must use the suffix "Limited" or "Ltd" to denote limited liability and can use any name unless it includes words such as "Empire", "Crown", "Imperial", "Windsor", "Royal", "Assurance", "Bank", "Building Society", "British", "National", "Great Britain", "United Kingdom", "England", "English", "Scotland", "Scottish", "Wales", "Welsh", "Ireland" or "Irish" (if the words are used as a suffix, they are normally allowed). The initials "GB" or "UK" do not require approval.
o use "International" as a prefix, major trading activity must be conducted overseas; to use it as a suffix, company activity must be in two or more overseas countries. Any other words deemed sensitive or offensive will not be permitted.
MEMORANDUM AND ARTICLES OF ASSOCIATION
A company is formed by submitting its memorandum and articles of association to Companies House, along with the registration fee. Every company has a memorandum of association (except for an LLP), which determines its name, where its registered office may be situated, and what it may do (its objects). The rules of conduct of the company's internal affairs are contained in its articles of association. There is a standard form for the articles (in the case of a company limited by shares known as Table A), but this may be modified.
The minimum number of shareholders is one. There is no the maximum number of shareholders. Corporate shareholders are allowed. Shares may be held jointly by two or more people. Certain information about company shareholders will be disclosed on public record.
There is no statutory minimum or maximum capital for a private company. It is now possible to set up a company with only one member and for that member to have only one share, but this is exceptional. Share capital is usually £1,000 or above.
DIRECTORS AND COMPANY SECRETARY
According to the Companies Act, every company must have at least one director who must be a physical person of any nationality. Details about company directors are disclosed on public record.
Please contact us if you are interested in our nominee director services.
Every company must have a registered office, which is the address to which any formal communications may be sent. The company may change its registered office at any time by completing Form 287, but the change only takes effect when it is registered at Companies House. The registered office must be a physical location, as people have the right to visit the office to inspect certain registers and other documents. They should also be able to deliver documents there by hand.
The registered office can be anywhere within the area stated in the company’s memorandum. For a company incorporated in England and Wales, this will usually be England and Wales, but it may be just Wales, for instance. For a company incorporated in Scotland, it must be Scotland.
Company meetings need not be held in the UK.
Incorporation time is usually 1 working day.
RECURRING MAINTENANCE FEES
As from the second year, there are recurring maintenance fees of $740. These include:
- Provision of registered office
- Provision of company secretary
- Preparation and submission of annual return
Corporation tax is paid by limited companies on their taxable profits. Since 2015, this main corporate tax rate has been set at 19% (previously this rate was dictated by the size of a company's profits). Rates differ slightly for 'ring fenced' companies (i.e. companies that make profits on oil rights or oil extraction) and certain trusts and investment firms.
AUDIT AND ACCOUNTING
Companies House will send a ’shuttle’ annual return form to a company’s registered office each year containing details of the information held on the Companies House database. This should be checked and amended as appropriate. Any additional information required - such as current share capital and details of member -, should be provided, and the signed form returned to Companies House within 28 days of the date shown on the form. If it is late, the company and its directors and secretary are liable to prosecution.
The first annual return must be made up to a date not more than 12 months after incorporation. Further returns should be at intervals of not more 12 months. A company must have an auditor, and accounts must be filed each year with Companies House. Small companies can prepare abbreviated accounts, and exemption from audit can be claimed.
Our Services and Requirements
OUR SERVICES INCLUDE:
- Name check and approval
- Filling of the incorporation documents with Companies House
- A standard set of original corporate documents
- Payment of the government fee
- Provision of registered office and registered address for one year
- Provision of company secretary for one year
- Rubber stamp
Please note: If applying for a corporate bank account you will need to order a full set of apostilled company documents where the account is opened outside of the UK.
Please provide the following documents for all directors, shareholders, beneficial owners, and authorised signatories:
- Notarized copy of valid passport.
- Original or Certified copy of utility bill / bank statement (as verification of residential address, dated within three months).
- Original or certified copy of Banker’s reference letter (dated within three months).
- In cases where shareholders and/or directors are corporate bodies, full apostilled set of corporate documents and certificate of good standing (for companies registered more than one year).
IMPORTANT NOTE: LICENSABLE BUSINESS ACTIVITIES
If you conduct any activity without the required license or authorisation granted by a relevant authority in any jurisdiction, Starting Business will not be able to assist you with the company formation or bank account opening related to such unlicensed activity.
Licensable activities include, but are not limited to: provision of financial services involving trading/brokerage in foreign exchange, financial and commodity-based derivative instruments and other securities; offering investment advice to public; insurance and banking; operation and administration of collective investment schemes and mutual funds; payment processing services; money exchange, money transmission or money brokering; asset management; safe custody services; gaming, gambling and lotteries.
Please contact us if you need assistance in the licensing of your financial, Forex brokerage or gambling company.
Shipping of corporate documents or banking kits to your destination requires an extra charge and will be automatically added to your order during checkout. Shipping costs for international courier services are set automatically depending on geographic zones.