|
PIP IT UP Company Services |
 |
|
|
We hope that the following information can give you an What is a limited company? A private company limited by shares is a company owned by its members (shareholders)
and run by the directors. The members’ liability is limited to the amount unpaid on the shares they hold. A company
is a separate legal entity, distinct from its shareholders and directors. Amongst the reasons for forming a company are ownership
of property, obtaining finance, taxation, status and protection from liability. What does limited liability mean? It means that the liability of the members is limited to the amount unpaid on the shares the members hold. For example,
if a shareholder holds one share of £1, nil paid, the extent of the member’s liability in the event of winding up is
£1. What is the memorandum of association? This document sets out the company’s name, the location of the registered office and what the company will do (its
objects) as well as the authorised share capital of the company. All our companies are incorporated with the object to carry
on business as a general commercial company and unless you change it, the authorised share capital of the company will be
£100 divided into 100 shares of £1 each. Our standard memorandum will be submitted to Companies House on incorporation. What are the articles of association? This document sets out the rules governing the running of the company, such as the authority of the directors. Our standard
articles will be submitted on incorporation. A copy of the memorandum and articles submitted on incorporation will be supplied
to you electronically and dependent on the package may also be supplied in bound form. How will the company name appear on the certificate? Companies House only issues certificates in upper case, irrespective of how the company's name is shown on the
electronic lodgement paper. However, you candisplay the name in lower case on the seal, Memorandum and Articles of Associationand
company stationery. Your company will be formed with ‘general and commercial company’ objects so that it can carry on any trade
or business. What is share capital? The authorised share capital of a company is the amount of share capital the company has available to issue to its members.
Our companies are incorporporated with a share capital of £100 divided into 100 shares of £1. The company therefore has 100
shares which it may issue to members before it needs to increase its share capital. The issued share capital is the amount
of share capital that has been issued to its members. If a company has two members and each member takes one share, the issued
share capital of the company is £2. Is there a maximum and minimum share capital? There is no maximum or minimum share capital for private companies. However, due to the constraints of transmitting data
electronically, there is a limit of ten character digits for the share capital field. This means that you can incorporate
a company with maximum value of £9,999,999.00. In order to incorporate a private company at least one share must be issued. Can a company alter its authorised share
capital? Generally a company can increase its authorised share capital by passing an ordinary resolution. A copy of the resolution
and Form 123 must be filed at Companies House within 15 days. No fee is payable to Companies House. A company can decrease
its authorised share capital by passing an ordinary resolution to cancel any unissued shares using Form 122, which must then
be filed at Companies House within one month. No fee is payable to Companies House. Visit our website to view a full list
of company forms. Do I need a company seal? The Companies Act 1989 removed the obligation for a company to have a seal. However there are practical advantages with
using an impressed seal. This device may be used to impress the company’s name and/or logo onto a red wax seal attached
to a variety of official documents. Signatories on sealed documents do not necessarily have to be directors or the secretary
and use of an impressed seal also assists the company’s internal control procedures. What is a registered office? This is the office to which all official correspondence will be sent. It may be an accommodation address, but must not
be a post office box. The address must be in England or Wales. If a company changes its registered office address, Form 287
must be filed at Companies House. A private company must have at least one director and one Shareholder, which can be the same person. Since April 2008 appointment
of a secretary is optional. Can anyone be a director? Basically yes. However, you cannot be a director if you are an undischarged bankrupt or disqualified by the court from
being a director. There is no minimum age at present for a director. However, we would advise that you seek legal advice if
you intend to appoint a director who is under 16. How do I sign the forms if the formation is completed electronically? When a consent signature is required an electronic signature is provided by supplying three items of personal information
out of seven possible options. This is treated by Companies House as the equivalent of a written consent to act. This information
will not appear anywhere on the public record. What is an accounting reference date? Choosing an accounting period or year end is one of the first tasks to face a new company. Unless the directors notify
Companies House of a different date, the accounting reference date in each year will be fixed automatically as the anniversary
of the last day of the month in which the company was incorporated. When do I need to file accounts? The first accounts for a private company must be delivered within 10 months of the end of the accounting reference period;
or if the accounting reference period is more than 12 months, within 22 months of the date of incorporation, or 3 months from
the end of the accounting period, whichever is longer. What period should the accounts cover? A company’s first accounts must start on the day of incorporation. The first financial year must end on the accounting
reference date or a date up to 7 days either side of this date. How do I change an accounting reference date? By filing Form 225 at Companies House. This must be done during the accounting period affected by the change or during
the period allowed for delivering the associated accounts to Companies House. Visit our website to view a full list of company
forms. Every company must deliver an annual return to Companies House at least once every 12 months. You have 28 days from the
date to which the return is made up to do this. The annual return contains information about the share capital, shareholders
and officers of the company. Visit our website to view a full list of company forms How do I register for VAT? If your turnover is likely to exceed £58,000 a year then you will have to consider registering for VAT. You contact the
VAT office nearest to your Registered Office address. Is the incorporation certificate a legal document? Yes for most purposes, though for legalisation the Foreign and Commonwealth Office require a certified copy from Companies
House. Can I form a limited company and leave it dormant
until I wish to trade? Yes, once the company is formed and the directors/secretary are in place, the company can remain dormant until you need
it. However, on the anniversary of its incorporation you must file an annual return and nil accounts ("nil" if it has never
traded) with Companies House. You must also remember to keep Companies House informed of any changes within the infrastructure
of the company as they happen e.g. if there are changes in directorship or registered office. This requirement is also the
same for companies that are trading. |
