» Key Corporate Features
» General Information
» Company Information
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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
It should be noted that there are two types of PLC, one whose shares are quoted publicly and listed on an International Stock Exchange; the other operates as a private limited company. The regulations affecting quoted PLC's vary from those covered in this paper and specialist advice must be taken.
» 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.
A newly formed PLC must not begin business or exercise any borrowing powers until it has a certificate issued under section 117 of the Companies Act 1985 confirming that the company has issued share capital of at least the statutory minimum. Once issued, the certificate is proof that the company is entitled to do business and borrow.
» 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
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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).
The minimum authorised share capital is £50,000. The issued share capital is £50,000 of which a minimum of £12,500 must be paid up. In the event of liquidation the full £50,000 must be paid.
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 £1,500,00 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).
A public company must have at least two directors, they may be natural persons or bodies corporate who may be of any nationality and need not reside in the UK.
A company secretary must be appointed. The company secretary may be a natural person or a body corporate who may be of any nationality and need not reside in the UK.
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. GTA Worldwide does not accept any responsibility, legal or otherwise, for any errors or omission.
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