WHAT ARE THE MAIN TYPES OF UK LIMITED COMPANY FORMATION?
There are four main types of Company:
Private Company limited by shares - the members' liability is limited to the amount unpaid on shares held by them;
Private Company limited by guarantee - the members' liability is limited to the amount they have undertaken to contribute to the Company's assets if it is wound up;
Private Unlimited Company - there is no limit to the members' liability;
Public Limited Company - the members' liability is limited to the amount unpaid on shares held by them, and which must have an authorized share capital of at least GBP 50 000 at the time of Incorporation.
WHO CAN FORM A UK LIMITED COMPANY?
Section 1 of the UK Companies Act 1985 allows one or more persons to form a Private Limited Company for any lawful purpose by subscribing to the memorandum of association. In the case of a Public Limited Company or an Unlimited Company two or more persons must subscribe to the memorandum of association.
CAN I CHOOSE ANY NAME I WANT FOR A UK LIMITED COMPANY?
No. There are some restrictions imposed on the acceptability of a name. It is particularly important that you should make sure that the name you want to use is acceptable before you complete your Company formation document. We check the name availability for our clients.
WHAT IS A REGISTERED OFFICE?
It is the address of a UK limited company to which all Companies House letters and reminders will always be sent. The registered office can be anywhere in England and Wales, (or Scotland if your company is registered there). To avoid delays it is important to make sure that all correspondence and notices sent to this address are dealt with promptly. Any change of a company's registered office address must be notified to Companies House on form 287.
WHAT OFFICERS DOES A COMPANY REQUIRE?
Every incorporated company must have formally appointed company officers at all times. These officers are:
A Private UK Limited Company must have at least:
one Company Secretary (formal qualifications are not required but a Company's sole Director cannot be Company Secretary)
A Public Limited Company must have at least:
one Company Secretary (formally qualified)
Directors of a Public Limited Company have wide responsibilities. Companies House must be notified on form 288a of the appointment of a new director or secretary, 288b of an officer's resignation from the company and 288c for changes in name or address etc.
CAN ANYONE BE A UK LIMITED COMPANY DIRECTOR?
In general terms yes, but there are some rules of which you need to be aware. These are:
Anyone who is an undischarged bankrupt or is disqualified by a court from holding a Directorship cannot be a Director unless given leave to act in respect of a particular Company or Companies.
In the case of Public Limited Companies or their subsidiaries, a person seeking election as a Director and who is over 70 years of age, or who reaches 70 years while in office, can only be appointed, or re-appointed, by resolution of the Company in general meeting of which special notice has been given.
There is no minimum age limit in the Companies Acts for a director to be appointed in England and Wales. However, a Director must be able to consent to their appointment. You should seek legal advice if you intend to have a very young person as a Director of your Company.
In Scotland the Registrar of Companies will not register for any Company the appointment of a Director who is under the age of 16 years. A child below that age does not have the legal capacity to accept a Directorship (Age of Legal Capacity (Scotland) Act 1991).
Some persons not of British nationality are restricted as to the employment they may undertake whilst they are in this country. If you need any further information about whether such a person can become a director of a UK registered Company you should contact:
Home Office Immigration and Nationality Department
Croydon CR9 2BY
Tel: 0181 686 0688
Every Company must have a Secretary - section 283(1) of the Companies Act 1985.
A Sole Director cannot also be the Secretary - section 283(2) of the Companies Act 1985.
DOES A UK LIMITED COMPANY SECRETARY NEED ANY QUALIFICATIONS?
The secretary of a PUBLIC COMPANY needs to be qualified. The secretary of a Private Limited Company does not have to be qualified.
Section 286 of the Companies Act 1985 (qualifications of company secretaries) says that it is the responsibility of the directors of a public company to make sure, as far as reasonably possible, that the secretary, or each joint secretary, is a person who appears to them to have the proper knowledge and experience to carry out the functions of the secretary of the company. In addition, the secretary must also be a person who:
held the office of secretary (or assistant or deputy secretary) of the company on 22 December 1980; or
- held the office of company secretary of a company (other than a private company) for at least 3 out of the 5 years immediately before his/her appointment as secretary; or
- is a barrister, advocate or solicitor called or admitted in any part of the UK; or
- is a member of any of the following bodies:
the Institute of Chartered Accountants in England and Wales;
the Institute of Chartered Accountants in Scotland;
the Institute of Chartered Accountants in Ireland;
the Chartered Association of Certified Accountants;
the Institute of Chartered Secretaries and Administrators;
the Institute of Cost and Management Accountants;
the Chartered Institute of Public Finance and Accounting; or
is a person who, because he/she holds, or has held, any other position or is a member of any other body, appears to the directors to be capable of carrying out the functions of secretary of the company.
WHAT ARE THE DUTIES OF A UK LIMITED COMPANY SECRETARY?
The duties of a company secretary are not specified by the Act, but are usually contained in his/her contract of employment.
As the secretary is an officer of the company under section 744 of the Act he/she may be criminally liable for defaults committed by the company, e.g. failure to file, in the time allowed, details of any change in the company's directors'; and secretary's details and the company's annual return.
The secretary may also have to make out a statement of the company's affairs if an administrative receiver or a provisional liquidator is appointed, or if a winding up order is made. (Sections 47 and 131 of the Insolvency Act 1986)
In addition the company secretary usually undertakes the following duties:
Maintaining the statutory registers. These are:
the register of members (section 352);
the register of directors and secretaries (section 288);
the register of directors; interests (section 325);
the register of charges (section 407) (section 422 for Scottish companies);
(for public companies only) the register of interests in shares.
Ensuring that statutory forms are filed promptly. You cannot simply send a letter to notify the Registrar of Companies that you wish to change the situation of the companies registered office or that changes have been made among directors or secretaries or their particulars. You should normally use forms 287 and 288a/b/c as appropriate. The annual return form 363s may also be used in some circumstances if due at the convenient time. Changes of directors' and secretaries' details must be notified within 14 days. There are many other forms, which need to be delivered to the Registrar.
Providing members and auditors with 21 days written notice of an annual general meeting and 14 days written notice of a meeting other than an annual general meeting or a meeting to pass a special resolution. If you are the secretary of an unlimited company the written notice required is 7 days.
Sending the Registrar of Companies copies of every resolution or agreement to which section 380 applies, e.g. special and extraordinary resolutions.
Supplying, not less than 21 days before a meeting at which the company's accounts are to be laid, a copy of the accounts to every member of the company, every debenture holder and every person who is entitled to receive notice of general meetings: section 238 of the Act.
Keeping, or arranging for the keeping, of minutes of directors' meetings and general meetings.
Supplying copies of the company's accounts and other documents to those entitled to them, and ensuring that people entitled to do this can inspect company records. For example, members of the company and members of the public are entitled to a copy of the company's register of members, and members of the company are entitled to inspect the minutes of its general meetings and to have copies of these minutes.
Although it is no longer a requirement for a company to use a company seal, if it does so the secretary is usually responsible for its custody and use. (Company seals are not supplied by Companies House or by the Department of Trade and Industry. They can be purchased from law stationers or company formation agents).
DOES A UK LIMITED COMPANY SECRETARY HAVE ANY POWERS?
The Act does not give the secretary any specific powers, but they do allow him/her to sign the following re-registration applications:
the re-registration of a limited company as unlimited: section 49(4) of the Act;
the re-registration of an unlimited company as limited: section 51(4);
the re-registration of a public company as a private company: section 53(1)(b);
the re-registration of a private company as a public company: section 43(3);
The secretary is also allowed to sign most of the forms prescribed under the Companies Act.
WHAT RIGHTS DOES A COMPANY SECRETARY HAVE?
The rights of a company secretary depend on the terms of his/her contract with the company. The secretary has no special rights under the Companies Act.
THE ORIGINAL CERTIFICATE OF INCORPORATION
Once Companies House have processed the appropriate documentation they will forward to us the original Certificate of Incorporation. This will detail the name, registered number and the date of incorporation of your company.
BOUND COPIES OF THE MEMORANDUM AND ARTICLES OF ASSOCIATION
These are a legal form showing the rules for running your company. They show what the company can do, where its registered office should be; how much share capital can be issued etc. Your Memorandum and Articles will state that the company's registered office will be in England or Wales and your maximum authorized share capital is GBP 10 000 (standard option). Your bank will usually require a copy when you open a bank account for the company.
A PERSONALISED COMPANY REGISTER COMPLETE WITH SHARE CERTIFICATES
This is a special register in which you should record the issue of shares, the transfer of shares, the appointment and resignation of officers, minutes of board meetings etc. If you keep this register up to date you will always know what happened and when in the life of your company.
FORM 288a - TO APPOINT A NEW DIRECTOR AND COMPANY SECRETARY
These forms must be completed and filed at Companies House within 14 days from the appointment of a Director or Secretary. Failure to do this is an offence but does not affect the validity of the appointment.
Anyone, of any nationality, living anywhere in the world can be appointed a director unless:
- they have been disqualified by a court order
- they are an undischarged bankrupt
- they are a foreign national subject to restrictions imposed by the U.K. Government
FORM 287 - TO CHANGE THE REGISTERED OFFICE
The registered office is the company's address which must be in England or Wales to which formal communications are sent, it may be the business address, the Directors home address, the accountants address etc. but it must be a real address not just a PO Box number.
FORM 225 - TO CHANGE THE ACCOUNTING REFERENCE DATE OF UK LIMITED COMPANY
A UK limited company's financial year will end one year after incorporation. If for some reason this is inconvenient you can change the date by completing form 225 and sending it to Companies House.
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