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Limited Company Formations

Company Formations

Limited Company Formations

You can easily set up a private limited company in order to run your business through EAFS. You must appoint people to run the company, also known as directors, and register (or incorporate) it with Companies House.

Once the company is registered, you’ll receive a ‘Certificate of Incorporation’ confirming that the company legally exists and will display the company number and the date of formation. Sole Traders are personally responsible for any business debts, but the liability within a private company is usually limited only to shareholders. The liabilities always depend on the type of company being used or created.

All Limited Companies have to be registered or incorporated with Companies House. To do this, you’ll need:

  • The Company’s Name and Registered Address.
  • At Least One Director.
  • At Least One Shareholder.
  • Details of the Company’s Shares – Known as ‘Memorandum of Association’.
  • Rules about how the Company is run – Known as ‘Articles of Association’.

Company Name

The name of your Private Limited Company within the UK must always end either in ‘Ltd’ or ‘Limited’. The Welsh equivalent of ‘Limited’ and ‘Ltd’ are ‘Cyfyngedig’ and ‘Cyf’. The name can’t:

  • Be identical to any other name on the Companies House index of names.
  • Contain any ‘sensitive’ words or expressions unless you gain permission.
  • Suggest a Connection with Local Authorities or Councils or Governmental Departments.
  • Be offensive in any way.

Registering a company doesn’t mean that any of your trademarks are protected. You have to register any trademarks separately.

Registered Address

The registered address for your office is where all official documentation and communication are sent. Taxation letters, Contact from Companies House and Revenue & Customs certifications are all dispatched to the registered address. However, the address itself doesn’t have to be where you operate your business from, but it must be:

  • An actual Physical Address.
  • In the same country that your company is registered in , for example, a company registered in Holland must also therefore have a registered address in Holland.

While you can use a PO Box, you must include the physical address and postcode when establishing communication to have documentation send to PO box. For Example, you couldn’t simply say ‘PO Box 456’. The full PO Box address would be: ‘PO Box 456, 1 Main Road, Acity,  SW12 3AB’.

You can use your home address, if the address meets the set rules, or the address of the individual who would be managing your corporation tax – such as the service EAFS offer.

Directors

Your company must have at least one director when registering. The director is lawfully responsible for running the company and must be over 16 years of age, while not being an individual whom has been disqualified from being a director.
It is possible to make another company a director – but at least 1 of your company’s directors must be an actual person.

Directors – Company Secretaries

You don’t need a company secretary for a Private Limited Company, but some organisations and businesses take on secretaries in order to share the director’s responsibilities. The company’s secretary can indeed be a director, but can’t:

  • Be the company’s auditor
  • Or be an ‘undischarged bankrupt’ unless they have court permission.

Despite the presence of any company secretary, the directors still remain legally and lawfully responsible for all aspects of the company.

Shareholders

When you register your company, you will need to make a ‘statement of capital’. This refers to the number of shares that the company has paired with their total value, known as the ‘Share Capital’. This also refers to the names and addresses of all the company shareholders, often dubbed ‘members’ or ‘subscribers’. There are no maximum numbers limits sets for shareholders, of which Directors can also be, but the company must have at least one. A company with 1000 shares at £2 each has a share capital of £2,000.
Shareholders are ultimately owners of the company and have certain rights. Any changes to the company must be put to vote in order to let shareholders voice their opinion.

Articles of Association

When you register your company, you must possess articles of association.  These refer to the rules around running the company that shareholders and ‘officer’s – directors or secretaries – have to agree to. Most companies use standard or model articles yet you can change your specific rules on the premise that no laws are broken.

Set up your Company for Corporation Tax.

Within three months of starting your business, you have to supply HMRC (Her Majesty’s Revenue & Customs) with specific information in regards to your company. This can be completed once you’ve received your company’s Unique Taxpayers Reference. This reference is used by HMRC to decide when your company must pay corporation tax.

You must supply HMRC with:

  • The Date your Company was Founded.
  • Your Company Name and Registered Number.
  • The Main Address where you do Business.
  • What Kind/Type of Business you do.
  • The Date you’ll make your Annual Accounts.
  • If you’ve taken over a business or bought them out.

Your Company’s Unique Taxpayer Reference.

Her Majesty’s Revenue & Customs will send out your companies Unique Taxpayer Reference to your registered office address. This will happen within the week your company is registered/incorporated. 

The letter tells you how to give HMRC all the information that they require about your company and set up the company online account with HMRC in regards to Company Tax Returns and all Corporation Taxes. 

Source: HMRC

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