Companies incorporated in the United Kingdom can have either limited or unlimited liability. The most commonly used company is a private company limited by shares the main features of which are described in these Key Facts.
• Names cannot be reserved, but can be checked for immediate availability.
• Names may be stated in any language using the Latin alphabet.
• The company name must end in the words “Limited”, “Unlimited” or “Public Limited Company” or their abbreviations.
• Names that are identical to an existing company will be rejected by Companies House.
• The inclusion of words such as “British”, “National”, “International” and “European” will
require approval of the Secretary of State.
Restrictions On Activities
UK companies may require regulatory approval to undertake the business of banking, insurance, assurance, reinsurance, fund management, and serve as investment funds, collective investment schemes or to undertake any other activity that would suggest an association with the banking, finance or insurance business.
• The standard authorised share capital of a UK company is £10,000 divided into 10,000 ordinary shares of £1 each. The capital may be expressed in any convertible currency.
• The minimum issued share capital is one share.
• Non-voting shares, common shares and preferred shares are permitted.
• Bearer shares (known as warrants) and registered shares may be issued.
• There is no requirement to hold an Annual General Meeting if there is no obligation to do so in the Articles of Association.
• A minimum of one natural person must be appointed.
• Additional directors can be corporations or natural persons.
• Directors may be of any nationality.
• The minimum age for directors is 16 years old.
• Meetings of directors may be held anywhere in the world.
• Annual meetings of the directors are not mandatory.
• No requirement to appoint a company secretary for a limited company, but the duties of the company secretary remain.
• Directors of the company can also serve as officers.
• The identity of shareholders, secretary (if applicable) and directors must be provided to Companies House and this information is available on public record.
• An Annual Return and Annual Financial Statements must be prepared and filed with Companies House.
• Amendments to the Articles of Association and changes to the Board of Directors and Officers are filed
with Companies House.
All companies must have a registered office located either in England and Wales or Scotland.
Corporate Books & Records
• A company must maintain a Minute Book, Register of Directors and Members to be kept at the registered office address.
• The company is not required to have a corporate seal. Seals can be provided on request.
Time To Incorporate
• A company with a requested name takes two – three working days to incorporate. An expedited service is available for same day incorporations.
• A company which is incorporated in the UK is considered a UK resident for Corporation Tax purposes.
Currently the rate is moving down to 17% and may even be lowered further. This is an extremely attractive rate of tax and compares favourably to Hong Kong at 16.5% and Ireland at 12%.
• An exception applies where a company, treated as UK resident, would also be treated as resident in another jurisdiction under a double tax treaty. The company may then be treated as resident in the other jurisdiction.
• Tax is levied on the worldwide profits of a UK resident company regardless of where those profits arise.
• For the purpose of corporation tax, ‘profits’ include both income and chargeable gains arising from the disposal of assets.
• Corporation tax is assessed on the profits of a company arising in its accounting period and then is charged at the rate for that accounting period.
• Profits do not include dividends or other distributions received from UK companies.
• Companies should calculate and pay their tax liability within nine months of the end of the accounting- period.
Value Added Tax (VAT)
• VAT is an indirect tax that is levied on the supply, importation and acquisition of certain goods and services.
• It is chargeable on the taxable supplies of goods and services made in the UK by a taxable person in
the course of a business.
• We can assist with the registration of VAT with HM Customs and Excise, and prepare the quarterly
returns for submissions to the authorities.
Other Types Of Companies
Private Company Limited By Guarantee
• Members’ liability is limited to the amount guaranteed on winding up of the company.
• They are usually formed by professional, charitable, trade or research associations.
• The Memorandum and Articles of Association must state that dividends are not paid to members and that any profit or income is to be spent on promoting the company’s objects.
Public Limited Company
• This type of company has very similar characteristics to a private company limited by shares but the company’s shares may be offered for sale to the general public and members’ liability is limited to the amount unpaid on shares held by them.
• A public limited company, or plc, is very similar to a private company limited by shares but certain additional rules must be followed:
• The Memorandum of the company must state that it is a public limited company.
• The authorised share capital must be at least £50,000 or equivalent value in Euros of which 25%
must be paid up.
• A General Meeting of Shareholders must be held annually. Meetings need not be held in the UK.
• Must have at least two directors, two shareholders and a secretary with a professional qualification.
• A public limited company that wishes to have its shares traded on the London Stock Exchange (LSE) must comply with the requirements of the LSE as well as those set out in the Companies Act.
Private Unlimited Company
There is no limit to the member’s’ liability.
• A Branch is part of an overseas limited company organised to conduct business through local representatives in the United Kingdom rather than referring it abroad. A Branch should have some visible or physical presence in connection with particular premises, a degree of permanence or some identification of being a location of the company’s business.
• A Place of Business is for companies that cannot register as a Branch and may carry out incidental or ancillary functions to the company’s business as a whole – e.g. an administrative office.
Agent For Service Of Process
Osiris Advisors Ltd acts as the UK Agent for the acceptance of Service of Process to satisfy requirements under international agreements, credit facilities and other arrangements.
Search & Information Services
We conduct searches on companies registered in England and Wales and in Scotland. We provide copies of all corporate documentation lodged at Companies House including copies of annual returns and company accounts. We are also able to obtain Certificates of Good Standing for UK companies