UK Private Limited Company Legislation
Company Law is based on the Companies Act 1985 and subsequent amendments. The Government is currently introducing the Company Law Reform Bill to modernise the legislation.
Time to Incorporate
Under normal circumstances, UK private limited company’s can be incorporated/registered within 3 working days.
If required a company can be incorporate on the same day but there is a premium for this service of US$150.
Corporation Structure of a UK Private Limited Company
- Only one director required – can be corporate
- Only one shareholder – can be corporate
- Shareholder(s) and director(s) may be the same
- No requirement for local shareholder(s) and director(s) for UK Companies
- Secretary is required, cannot be Director if there is only one Director – can be incorporated.
Confidential and Privacy
The UK incorporation documents carry the names and identity of the shareholder(s), director(s) and secretary. As such the names appear on the public record.
Shareholder(s) and director(s) nominee services are allowed to ensure confidentiality of beneficiaries.
Capital Structure of a UK Private Limited Company
- Shares can be issued with or without par value
- Shares may be issued in any legal currency or in more than one legal currency
- The standard share capital is GBP1000 or an equivalent in another recognizable currency
- The minimum paid in and issued capital may be one share
UK Private Limited Companies are taxed on their profits, for more information you can visit the Inland Revenue’s website (http://www.hmrc.gov.uk/businesses/index.shtml) or we recommend you seek specialist tax advice.
The UK has many Tax treaties with other jurisdictions, we recommend you seek specialist tax advice to take advantage of these.
Annual Financial Statement and Company Records
- Financial statements must be prepared for a UK Company
- The financial statements must be filed with the UK authorities
Meetings of UK Private Limited Company Shareholder(s) and Director(s)
- There is a requirement for an annual general meeting of the shareholder(s) but this can be dispensed with by resolution.
- A meeting need not be held in the UK and participants can attend by telephone.
Doing business using a UK Private Limited Company
A UK Company can carry out any legal business and/or investment activity worldwide, they may not offer bank, insurance or trust services without prior authorization from the UK Financial Services Authority.
UK Company’s can do business with UK residents or corporations.
The UK Private Limited Company package includes:
- First year government filing fees
- Certificate of Incorporation
- Memorandum and Articles of Association
- Letter of appointment of first director
- Nominee shareholder details (if required)
- Declaration of Trust from the nominee shareholder (if a nominee shareholder is required).
- Minutes of the first meeting of the founders
- Share Certificates
- Register of Shareholders
- Register of Directors
- Registered office, (first year, if required)
There are many restrictions on name use in the UK, a name will be rejected for the following reasons:
- it is ‘the same as’ a name already on the registry
- it includes the words ‘limited’, ‘unlimited’, ‘public limited company’ or ‘community interest company’ anywhere except at the end of the name. This applies equally to abbreviations or the Welsh equivalent of the words;
- it ends with ‘commonhold association limited’ or the Welsh equivalent (unless the company is a commonhold association);
- it ends with ‘community interest public limited company’, ‘community interest company’ (or abbreviations or Welsh equivalents) unless the company is a community interest company;
- it includes anywhere in the company name any of the following: – ‘investment company with variable capital’ (or its Welsh equivalent);
– ‘open-ended investment company’ (or its Welsh equivalent);
– ‘limited liability partnership’ (or its Welsh equivalent);
-‘SE’ (or the abbreviation SE bracketed or with other punctuation marks before or after the abbreviation). For more information, see our booklet The European Company: Societas Europaea (SE);
- it is offensive;
- its use would be a criminal offence.
Other Types of Company
There are other types of company which can be incorporated in the UK, if you require any of the types of Companies listed below please contact us and we will be happy to assist you:
- Public Limited Company
- Limited Liability Company
- Overseas Company
- Unlimited Liability Company
- Company Limited by Guarantee
- Flat Management Company