|
|
Frequently
asked Questions - Electronic Filing |
|
| |
What
is a Limited Company?
|
| A
limited company is a separate legal person created
by incorporation at Companies House. Its profits,
losses, assets and liabilities are its own.
The company is owned by its members (the shareholders)
and run by the director (or directors) whose
assets are protected from loss if the business
should fail. This is sometimes referred to as
limited liability. Because a company has a life
of its own the business can continue despite
the resignation or death of any directors or
shareholders and the sale of the business or
the introduction of outside investors is simplified.
Reasons for wanting or needing a limited company
may include ownership of property, obtaining
outside finance, taxation, status and protection
from risk. |
|
|
How
long does it take to form a company? |
Our
system uses the Electronic Filing facilities
at Companies House. This means that when you
place an order on our website your request is
sent processed and sent to Companies House.
Companies House then aim to respond to electronically
filed documents within 4 working hours. Although
this is not always possible, it does generally
mean that if you placed an order before midday
on a normal working day we can have your company
incorporated by the end of that same day. Whether
you opt to receive the incorporation documents
via email or by post these will be sent to you
immediately. |
|
|
Can
I choose any name I want for my company? |
It
is important to check that the name you want
is acceptable to Companies House.
Briefly,
the restrictions are that:
-
you cannot register the same name as another
company;
-
the use of certain words is restricted;
and
-
names likely to cause offence are not
allowed.
It
is also important to check whether your
chosen name is similar to any other names
already on the register. If your chosen
name is too like another name, an objection
could be made within the 12 months following
the incorporation of your company and you
could be directed by the Secretary of State
to change the company's name. Certain words
and phrases are classed as sensitive by
the Department of Trade and Industry. If
this is the case you will be prohibited
from using them or you might have to justify
you are entitled to use the name. For more
information on this subject see Companies
House notes CHN2, CHN3 & CHN11
|
|
|
On
which documents must my company name be shown? |
The
company must state its name, in legible lettering,
on the following:
-
all the company's business letters;
- all its notices and other official publications;
- all bills of exchange, promissory notes, endorsements,
cheques and orders for money or goods purporting
to be signed by, or on behalf of, the company.
|
|
Where
must my company name be displayed? |
Every
company must paint or fix its name on the outside
of every office or place in which its business is
carried on - even if it is a director's home. The
name must be kept painted or fixed and it must be
both conspicuous and legible. |
|
Do
I need a company seal? |
Changes
to the Companies Act in 1989 mean that a seal is no
longer required and therefore our standard package
does not include a seal. For those still requiring
a seal we are able to supply a hand plier type seal
for £25.00 (please contact us for further details).
|
|
Are
the first Board Meeting Minutes provided? |
First
Board Minutes before electronic company formation
used to make reference to the appointment of replacement
director(s) and secretary in place of the nominee
officers used to incorporate the company. Although
not now a requirement we feel that the First Board
Minutes continue to be an important part of the post-incorporation
documents as they serve to clarify the position at
the outset and act as a statement of the company's
position. |
|
Are
Stock Transfer Forms provided? |
Companies
are usually formed with the correct share holders
from incorporation, so there is no need for initial
share transfer forms. Importantly, this also means
there is no need to pay stamp duty on the transfer
of any shares either. There are occasions where our
clients request that we act as subscribers to the
initial shares in which case transfer forms will be
used. |
|
What
is the Accounting Reference Date and how do I change
it? |
Form
225 is used for determining a company's accounting
reference date (of the accounts year end). It is set
automatically depending on the date of incorporation
and so for example if the date of incorporation is
14th March 2005 then the default accounting reference
date is the anniversary of the last day of that month,
in this case 31st March 2006. Should you wish to alter
the default date you are permitted to do so once in
every five years using form 225. When completing the
form remember to state whether the date is to be extended
beyond the default date or shortened from it. As a
guide when shortening the date the shortest possible
accounting period following incorporation (or the
last accounting date) is six months and when extending
the date it is possible to extend it to eighteen months
following the incorporation date (or the last accounting
date). A period of 10 months following the accounting
reference date is permitted in which to file the accounts
of the Company (private limited companies only) although
it must be remembered that the greatest period of
time permitted to file accounts following incorporation
is 22 months. |
|
What
is meant by the Authorised Share Capital? |
This
is the number of shares your initially authorise your
company to issue to shareholders/subscribers. Usually
a share issue of 1000 with each share valued at £1
is used.
The authorised share capital should be sufficient
to enable the Company to sell shares to raise money
it needs to carry on business in the future. The fact
that a company may have a £10,000 authorised
share capital does not mean that it is obliged to
issue and pay for all of the shares, many small private
companies operate with only one or two shares regardless
of its financial requirements (one share is now the
minimum required under the Companies Act). It is best
to regard a £10,000 authorised share capital
as 10,000 shares which are available for a company
to issue.
It is worth noting that although you may authorise
1000 shares, if only 1 share is isued to one person,
that person becomes 100% shareholder in the business. |
|
How
do I issue more shares? |
If
you wish to issue further shares up to the authorised
share capital form 88(2) should be completed and sent
to the Registrar of Companies. You can increase your
authorised share capital by passing an ordinary resolution
at a general meeting. A copy of the resolution and
Form 123 detailing the proposed increase must then
reach Companies House within 15 days of being passed.
On a similar note, the authorised share capital of
a company can be reduced using Form 122 and must reach
Companies House within 1 month. |
|
What
if I no longer need my company? |
Private
companies that have not traded or otherwise carried
on business for at least three months may apply to
the Registrar to be struck off the register using
form 652(a). |
|
What
is a Registered Office? |
The
registered office is an address in England or Wales
(or Scotland if your company is registered there)
where documents can be delivered to the company. Companies
House uses the Post Office address file to verify
addresses; so, to avoid delays, please ensure that
your proposed registered office address is recognised
by the Post Office and always give the correct postcode
on forms sent for registration. |
|
Can
I change my Registered Office? |
If
a company changes its registered office address the
new address must be notified to Companies House on
Form 287. |
|
Do
you offer a Registered Office Facility? |
| No,
we do not currently offer Registered Office services. |
|
What
is included in the Incorporation Package? |
| |
|
- Registration
with Companies House
- Your
own choice of Company Name
- Certificate
of Incorporation
- Memorandum
and Articles of Association X3
- Minutes
of First Board Meeting
- Completed
Share Certificates
- Completed
Company Registers
- Forms
225 + 88(2)
- Documentation
sent to you by Email
|
|
| |
|
- Registration
with Companies House
- Your
own choice of Company Name
- Certificate
of Incorporation
- Memorandum
and Articles of Association X3
- Minutes
of First Board Meeting
- Completed
Share Certificates
- Completed
Company Registers
- Forms
225 + 88(2)
- Documentation
sent to you by Post
|
|
|
