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General Information
A "custom-made" UK company formation has many advantages over an "off-the-shelf" company. It is usually more economical to incorporate a company with the client's choice of name, directors, shareholders and authorised share capital than to purchase a shelf company and restructure the company.
The intended location of the registered office must be stated from the outset. If they wish, clients may be named as the first director and secretary.
A same day incorporation service is available from Companies House for an additional fee.
Company Information
» Type of Company for
International Trade and Investment
Private ("Ltd") or Public Limited Company ("PLC").
» Procedure to Incorporate
Submission of Memorandum and Articles of Association, Declaration of Compliance and Statement of the First Directors and Secretary and notification of the location of the Registered Office with the requisite fee to Companies House.
» Restrictions on Trading
Yes, for specified groups, which include banking, insurance, financial services, consumer credit and related services.
» Legal Powers of Company
A Company incorporated in the United Kingdom has the same powers
as a natural person.
» Language of Legislation
and Corporate Documents
English or Welsh.
» Registered Office Required
Yes, must be maintained in the United Kingdom.
» Name Restrictions
-
Any name that is identical or too similar to an existing company;
any name which would be considered offensive or suggests criminal
activity;
- Any name that suggests the patronage of the Royal
Family or which implies an association with Central or Local Government
of the United Kingdom.
Restricted names which usually require a licence or other Government Authority include the use of the following words:- assurance, bank, benevolent, building society, Chamber of Commerce, fund management, insurance, investment fund, loans, municipal, reinsurance, savings, trust, trustees, university or their foreign language equivalents for which the approval of the Secretary of State is first required.
Whilst the name of company can be in any language, the documentation
must be in English. Any name in a language other than English
must be accompanied by a certified translation to ensure that
the name is not restricted. However, if the company is incorporated
in Wales, documentation in Welsh will be accepted.
No, but disclosure may in certain circumstances be required for
accounting purposes. (Accounts must be filed and are available
for inspection by the public).
Private Limited Companies have a minimum authorised share capital of £1 or its currency equivalent. The minimum issued capital is one share, but additional capital is usually issued to reflect the stability and strength of the company.
The normal category of shares are ordinary shares but, subject
to the circumstances of the company, they may be preference shares,
deferred shares, redeemable shares and shares with or without
voting rights.
Corporation tax (which includes Capital Gains Tax) is paid by
UK companies based upon accounts, which are submitted to the Inland
Revenue and the Registrar of Companies at the end of the company's
financial year. A company is free to choose its financial year-end.
Companies pay corporation tax at the rate of 21% where the net
profit before tax does not exceed £300,000.
The tax payable increases thereafter in stages until the net profit
before tax reaches £1.2 million where the top rate of corporation
tax is charged at the rate of 29.75%. Tax rates on profits over £1,500,000 is at 28%.
These limits for the lower and higher rate of corporation tax
apply to the total profits (worldwide) of group companies and
associated companies. Obtaining the lower rate of tax can be problematic
for UK companies owned outside the UK.
The United Kingdom is party to more double tax treaties than any
other sovereign state.
None.
All UK companies are required to file accounts prepared in statutory form with the Registrar of Companies and the Inland Revenue whether trading or not. These accounts need to include:
- a directors' report signed by a director or the company secretary;
- a balance sheet signed by a director;
- a profit and loss account (or income and expenditure account if the company is not trading for profit);
- notes to the accounts; and
- group accounts (if appropriate).
Companies whose annual turnover does not exceed £5,600,000 may qualify for an Audit Exemption and are not required to file independently audited accounts and in such cases the directors must self-certify the accounts.
To qualify as a small company, at least two of the following conditions must be met:
- annual turnover must be £5.6 million or less;
- the balance sheet total must be £2.8 million or less;
- the average number of employees must be 50 or fewer.
To qualify for total audit exemption, a company must
- qualify as small (see above)
- have a turnover of not more than £5.6 million; and
- have a balance sheet total of not more than £2.8 million.
A private company must have at least one natural person as director who may be of any nationality and need not reside in the UK.
Private Limited Company - A company secretary is not required.
Public Limited Company - A qualified company secretary is required
The UK system of taxation, subject to conditions, offers commercial opportunities to reduce tax payable for those engaged in international business. Further information is available on request.
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Disclaimer
Whilst every effort has been made to ensure that the details contained herein are correct and up-to-date, it does not constitute legal or other professional advice. OCRA Worldwide does not accept any responsibility, legal or otherwise, for any errors or omission.
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