Company Formation & Company Incorporation in the UK:
UK company formation and company registration for the formation of a limited company has never been easier. Company registration with a full set of limited company documents for as little as £42.00. We have a company formation service to suit everyone's needs, please see below. Coddan Companies Formation Agent LTD: packaged online company formations for occasional users, with payment by credit card or wire transfer.
Whichever formation option you choose, you'll find that using Coddan Companies Formation Agent LTD is:
You'll be ready to trade usually within the same day** using our fully electronic service.
Whether online or over the phone, the process takes just a few minutes. Our online data capture screens are ordered in a logical process, with helpful features and our telephone personnel are experienced and supportive
Our formations are forms-free, so we don't have to send you statutory paperwork to sign. In addition, our free company name check facility is - we believe - the best in the business for accuracy and functionality, alerting you to name availability and any "sensitive words", which will require written permission
Our formation options are designed to suit all needs, volumes and budgets. There are no minimum order quantities or subscription charges and our comprehensive packages contain no hidden extra charges
We offer ongoing business support via our company secretarial, legal, accounting, business information and intellectual property protection services.
** Subject to Companies House but guaranteed within 24 hours.
Our electronic custom company registration service offers a fast, simple economy incorporation service. Please enter your details below followed by the details of the company, the officers and shareholders. Every company must have at least one director, one secretary and one shareholder. If your company has only one director that director may not also be the company secretary. Your documents will be promptly filed electronically with Companies House and we will send you your Memorandum & Articles by email as a PDF file. Incorporation will usually be completed within 24 hours and your certificate of incorporation will also be emailed to you as a PDF file. If you have an account with us your order will be processed immediately otherwise orders will not be processed until we receive payment. This service is priced at £42.00.
We offer electronic companies incorporation and electronic filing of documents. We also offer
nominee secretary and
registered office facilities in addition to companies' formations.
We will form your new company with your intended directors, company secretary, registered office and shareholders all in place and recorded at Companies House at the time of incorporation, although we can of course still use our nominees for registration purposes if you prefer.
We complete all the minutes, statutory registers and official documents on your behalf, and ensure that all necessary forms and resolutions are correctly filed with the Registrar of Companies.
The basic document package we provide will not differ significantly from that available at a major corporate law office. Form a company online in minutes at lawyer-free prices. Coddan was developed by expert attorneys with experience at the most prestigious law firms in the country. We've helped over 50,000 satisfied customers, and our know-how allows us to prepare legal documents quickly and efficiently.
Coddan lets you take care of common legal procedures without ever leaving your home or office. We're open 24 hours a day, 7 days a week. Our research area contains plenty of helpful guidance. Simply answer an easy-to-understand questionnaire, and Coddan takes care of the rest - no need to download, no need to print. You will receive the completed legal documents printed on quality acid-free paper.
How the process works. We have introduced a new, faster way of completing the companies incorporation process. You can register your company and nominate your director and secretary online. The process is simple and straightforward, but we have put together some helpful tips below in case you need any pointers.
There is also an email address at the foot of this page if we have missed anything. You can start contracting using your new company once you have received your Certificate of Incorporation - usually within 3 working hours of submitting your order.
Our system allows you to nominate your directors and secretaries up front. Other firms registering companies, do not offer this on-line service therefore, you would need to complete several forms to achieve the same end result, extending the time your company would be out of operation, to at least three weeks. Using our system, your company will be registered with the directors and secretaries of your choice without delay.
Here's what you need to do: the online process will take you through the steps of purchasing your chosen name and on to a new area of the system with an ONLINE Form 288a to nominate your chosen director and secretary. As you complete each step of the process you will be sent emailed confirmation - e.g. that your order has been placed and that your request for that company name has been sent to Companies House. Your Memorandum and Articles of Association will also be sent to you by email.
For a limited company you need a minimum of ONE secretary and ONE director. If you have only one director, two separate people must hold these appointments. The secretary may also be a director if you have more than one director. There are 3 sections to fill in: the appointment type - director or secretary. You will need to indicate which position the applicant will hold (director, secretary or both). You will need to supply name and address, any previous names, date of birth, nationality, occupation, details of other directorships.
As a Companies House E-Filing partner we deliver documents electronically so there are no paper forms to sign and post, simply enter all the information within our web based system and obtain a result in hours. Coddan is a leading provider of company formations to all businesses and professional intermediaries. Since 1993, Coddan has delivered high quality services to those requiring company registration.
Our tailor made company formation service allows you to choose the name of your new firm, subject to availability. Because we now submit the vast majority of new incorporations electronically to Companies House, your limited company will normally be incorporated within 6-8 working hours* of ordering (*If ordered before 11:00 and Companies House permitting. Companies House in Belfast (CHB) normally takes 7-10 working days to register a new company).
Applying with us online is very easy. Follow the 1-step approach to searching and registering your company with Companies House, without the need for extensive paperwork; all of it is covered by Coddan. By providing 100% of the details online using a simple, well laid out process, you don't have to get tied up with complicated forms. After submitting, just sit back and wait for our email notification.
You will be registered as the founding director and shareholder of the company, this means that you can open your doors for equity or debt financing from other sources since the company is actually registered in a real persons name who is responsible for the operations of the company. Not only is you application processed faster, it is much more accurate and you can even modify any of the previously entered details; and it is very economical too.
Other agents form companies using agent director then resign and transfer the shares to your directors. The presence of these agent directors and shareholders leads to confusion and delay when
opening bank accounts, or anything involving credit transactions for your company like opening a merchant account or lease arrangements.
We accept phone orders during normal business hours. If you call and receive voicemail, just leave your name and number, as clearly and as possible, and we will call you back as soon as possible.
We have many
ready made companies (off-the-shelf), which are ready to trade, and can be transferred to you within hours. All shelf companies are immediately available and come with full professional documentation. Shelf companies are known by a number of terms; i.e. aged companies, seasoned companies or combinations of terms. Irrespective of the term, a shelf-company offers unique opportunities. Perhaps the leading reason for acquiring an aged entity in general is credibility. An answer to the most common question, yes you may merge your history with an aged entity. Business relationships are frequently influenced by the length of time a company has been in existence. This is often true when establishing financial and client/vendor relationships i.e. "Since 1998".
The fact that Coddan's
off-the-shelf entities have never operated, that all stock or member shares remain intact, gives intrinsic value to that entity. The limited existence of shelf companies should, therefore, not be unexpected. Coddan's ready-made companies date from 1998 to 2005.
We offer substantial consulting in completing the proper merging and organisation of a shelf company. Annual return dates, duties and company account return dates are dependent on the original date of incorporation not the purchases date. Please note that all our ready-made companies are formed with General Commercial objects and are therefore able to conduct any nature of business.
Incorporating a Limited Company. Types of Business Presence:
The law provides for the incorporation of four different types of company: private company limited by shares (LTD) - members' liability is limited to the amount unpaid on shares they hold. Private
company limited by guarantee - members, liability is limited to the amount they have agreed 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 (PLC) - the company's shares are offered for sale to the general public and members' liability is limited to the amount unpaid on shares held by them.
For almost all business purposes the form used is the company limited by shares, either as a private limited company (LTD) or as a public limited company (PLC). Most foreign companies incorporate a private limited company. No consents are needed, no local shareholders or directors are required and no minimum capital rules apply. Certain documents (e.g. Memorandum and Articles) must be filed with Companies House in order to form the company.
Can anyone apply for a share in a company? Yes, anyone can openly apply to the company for shares. The company is obligated to issue the shares either through advertisements or through a prospectus. Anyone from the general public may apply against the advertisement and the company is responsible to ensure that no prospective investor is sidelined.
How do I choose a company name? The company that you choose should be in congruence with the requirements of the concerned legislation, i.e. Companies Act and Business Names Act. Furthermore, the proposed name should be available for use, which can be found out by browsing through the Companies Index, available at Companies House.
Does my company require a registered office? Yes, all companies are required to have a
registered office in England & Wales or Scotland. Companies House requires each company to identify its proposed location and complete address of its office, which will be used for correspondence between the House and your company and all other organisations, individuals and government institutions to which the Companies House may supply your address. Any change in the registered office address should be notified to Companies House as early as possible to avoid inconvenience from all sides.
Are there any registration forms that I need to fill before I start my business? No, you can just use the electronic company formation service to fill in your company details, which will be sent to Companies House immediately. In addition, you will be appointed as the first director of the company, which will allow to start operations immediately.
What should the company do if another business is being operated under its name? Where there is a dispute over the registered name of the company with another company, the matter must be settled in the court of law, as required by the
Companies Act. The Registrar of Companies does not handle such matters and any conflicts must be resolved legally.
Are there any restrictions on the selection of a company name? The name that a company selects for trade purposes must be in conformation with the requirements of the relevant legislation, that is the Companies Act and Business Names Act, and the Companies Names Index. The Acts set out the regulations for proposing a name, while the Index contains the list of registered names of companies throughout the United Kingdom.
When does a company require a director and/or secretary to be appointed? A director is appointed by shareholders of the company or is a self-appointed person to manage the affairs of the company. The company director may be an individual person to lead the company or be a member of the Board of Directors, who are appointed by the shareholders. A secretary is appointed as an administrator of the company, subordinate to and appointed by the director or board of directors. The appointed secretary may also hold the seat of a director of the company, but cannot be a sole director and secretary at the same time.
Who is eligible to take over the role of the director and the secretary? The candidate for the directorship of a company must fulfil three conditions to qualify for the position. The candidate must be an adult, sound of mind and experienced to perform the required tasks; the candidate must not be disqualified by a court for holding any position in the future, except where a leave has been granted in specific circumstances; and the candidate must not be an undischarged bankrupt and restricted by a court order from holding the position, except where leave has been granted.
The prospective candidate for the position of a company secretary should be at least one of the following to qualify. Be a member of a professional accountancy body of the United Kingdom; or held the office of secretary or deputy secretary previously, either within the organisation or in another company; or be a barrister, advocate or solicitor practicing in the United Kingdom; or the director(s) believe that the candidate has sound knowledge and experience for the proposed functions, and/or is a member of another professional body that the directors find acceptable for the position.
Who is responsible to ensure compliance with the company regulations? Companies House requires directors to ensure that statutory documents are dispatched to the Registrar according to the dates announced periodically. These documents include: annual accounts and returns; notices of any change in the company directors and secretaries or any modifications in the records of existing directors and secretaries; and notice of a change to the address of the registered office.
If a director fails to supply the above documentation within the time limit, s/he may be prosecuted, as it is a criminal offence to delay or avoid the filing of records. If the Registrar believes that the company is no longer carrying on its business, the name could be struck off the register and dissolved. A company secretary has no specific duties as far as the legislation is concerned but is required to administer the company and maintain appropriate documentation of all its proceedings.
These may include: ensuring prompt filing of all statutory forms and documents; issuing notices for meetings to auditors and shareholders; delivering copies of the company meetings and resolutions passed and agreements made; supplying a copy of the annual financial statements to all shareholders, debenture holders and all eligible persons; maintaining a record of all minutes during meetings of the board of directors and general meetings; allowing accessibility to company records for inspection by eligible persons. The secretary is also responsible for the custody and use of the company seal, although companies are no longer required to use an official seal.
What are the essential documents that a company is required to maintain? Companies are required to produce annual financial statements and returns and submit them to Companies House within the stipulated time frame. In addition, the company secretary is required to submit copies of all registers maintained with the company.
What are the contents of the annual accounts or financial statements? A limited company is required to file a set of financial statements or accounts annually to Companies House. The set of documents includes: a profit and loss account (income statement) or a statement of income and expenditure; a balance sheet signed by the director; an auditors' report on the company's performance; a directors' report, signed by the company director or secretary; notes to the financial statements; and group accounts (where appropriate).
Are all companies required to submit their annual accounts? All limited companies and public limited companies are required to submit their accounts to the registrar of companies. Unlimited companies are not required to file their statements provided they have been part of a group of companies, or are a bank or insurance company.
What are annual returns? An annual return is a precise of the information about the company and its directors, secretaries, registered office address, shareholders and the share capital. A company is required to fill Form 363a with the following information in a comprehensive manner:
The company's name
The company's registration number
The status of the company, i.e. public or private
The registered office address of the company
The address or location where company registers are kept, if different from the registered office
The main or principal business activity of the company
The name and address of the company secretaries
The name, residential address, date of birth, nationality and the business occupation of all directors of the company
The date of drawing up the annual return
The nominal value of the total issued share capital of the company
The names and addresses of the shareholders, the number of shares held and the type held by each shareholder.
When is an annual return due at Companies House? Companies Issue sends you the Form 363a (shuttle and regular) two weeks prior to the date you are required to file it, i.e. the made-up date. This will be based on the made-up date, which is usually the anniversary of the incorporation of the company; or the made-up date of the previous annual return sent to Companies House. The annual return must be filed at Companies House within 28 days of the made-up date as mentioned on the form.
What information is required regarding shareholders and share capital? The shuttle return form contains pre-printed information relevant to the company's share capital. If there has been a change in the structure during the financial year, the information must be written on the form where required to update the Companies Register. The information should mention: the name and the class of each type of share issued or authorised, e.g. ordinary shares, preference shares etc. The total number of shares issued to the shareholders as at the made-up date of the annual return. The total nominal or face value (excluding any calculations of premiums or discounts on each share issued) of the issued shares of the class as at the made-up date of the annual return. Where the information in Form 363a is incorrect, one or more other forms may be required to be filled and sent over to Companies House.
What is the Accounting Reference Date (ARD)? The ARD is the financial year-end, according to which all financial statements are prepared. If the company's date of closure were moved to another date, Companies House must be informed promptly to avoid any unfavourable incident for the company. The accounts must be submitted before the deadline, which is set based on the company's ARD.
Can the filing dates be extended? The filing or deliver dates of the accounts can be extended in special circumstances where the reason has been defined and approved by Companies House. For this, Form 244 must be filled and delivered before the normal filing date and must be done individually for each financial year in question. An application can also be submitted to the Secretary of State for Trade and Industry for an extension in the delivery date, where some unforeseen circumstances may have taken place such as those that were beyond the control of the company's personnel and the auditors. Where the deadlines have been breached, the company is automatically charged for a civil penalty for late filing. The amount fined, however depends on whether the company is private or public. Failure to deliver in specified period is also a criminal offence for which the directors of the company may be prosecuted.
Does a dormant company have any obligations for filing any documents? A dormant company is required to submit its set of accounts and returns annually to Companies House, despite the fact that it is not engaged in any form of business activity. The dormant company is given leave from preparing a full-length set of accounts and may present brief but acceptable financial statements, that are not necessarily audited.
What kind of documentation will be required to
open a business bank account? To open an account with a reputed banking institution, the company should keep its incorporation certificate handy, also the Memorandum of Association, and the Articles of Association. These may be required at the time of application because the bank will ensure that the agreement covers an overdraft facility for the company at acceptable rates.
Do all banks provide overdraft or lending facilities? Almost all banks provide overdraft and short-term lending facilities to their clients. The matter must be agreed at the time of framing the contract between the company and the bank. Once good business is established between the two parties, further arrangements for short and long-terms financing may take place.
When should a company register for Value Added Tax? A company should register with HM Customs and Excise for Value Added Tax (VAT) once its annual sales revenue of normal standard goods reach the £54,000 benchmark. The HMCE requires a company to register for VAT if it expects the total sales revenue for the year including the proceeding month should equate or go beyond the threshold. Companies may voluntarily register for VAT if they wish to gain relief on input tax on the products and/or services they purchase from VAT registered suppliers.
When is VAT due? Value Added Tax is payable to HMCE in quarterly instalments after calculating the net VAT payable. The net VAT is calculated by deducting the input tax from the output tax of all products and/or services sold. The instalments are due by the 10th of April, July, October and January for the revenue of the preceding 3-month period.
Company Directors:
All UK private limited companies must have at least one director and one secretary. If there is a sole director he/she CANNOT also be the
secretary. If there is a sole director a particular set of Articles of Association must be applied. Directors are appointed to manage the activities of the company in accordance with the company's Articles of Association and also the law. Generally, in terms of conducting the business of a company and statutory reporting duties there are certain responsibilities required of directors.
Directors are responsible for the management of a company's affairs. They are not subject to any residence or nationality restrictions. A public company must have at least two directors, but a private company need have only one. Unless the Articles specify otherwise, no upper limit is set on the number of directors. A company's stationery must list either all or none of its directors. Unless required by a company's Articles, directors need not be shareholders. Some people are disqualified from acting as directors in an effort to protect companies, their shareholders and third parties from persons deemed unfit to hold office. These include discharged bankrupts and, where a court issues an order, persons convicted of certain Company Law offences and persons guilty of fraudulent trading.
A company MUST maintain at its registered office a register of its secretary and directors. This register must be available for public inspection. The company must also keep a register of the directors' interests in its own shares or debentures and those (if any) held in another group company. Directors must notify the company of any changes in their interests. If the shares or the debentures are listed on the London Stock Exchange (LSE), the company must notify the LSE of changes in interests in the company.
Rules governing directors' remuneration are often set forth in the company's Articles. Strict statutory rules govern the disclosure of directors' remuneration in the Annual Accounts. A company is prohibited from lending money or providing credit to a director except in certain narrowly defined circumstances. The
Companies Act 1985 also contains provisions intended to ensure that the dealings between a company and its directors and their families are fair and do not confer any undue advantage. Directors of the United Kingdom limited liability companies have considerable duties and responsibilities.
Company Secretary:
Every UK company MUST have a secretary. This person may be a director, although a sole director may not also be the secretary. Directors of a public company must ensure that the secretary is qualified by profession or experience. The secretary is an officer of the company under section 744 of the Companies Act and as such may be criminally liable for defaults committed by the company - e.g. failure to file within allocated time changes in directors' and secretary details and company's Annual Return.
The company secretary of a private limited company does not need specific qualifications, but should be a well organised person as the basic responsibilities are to administer the statutory documents and records of the company. Ensuring that Statutory Forms are filed promptly. These are all available on Companies House Forms. Most common amongst these are those for changes to registered address (Form 287), directors and secretaries or their particulars (Form 288a/b/c/) - within 14 days - and the Annual Report (Form 363).
Providing members and auditors with 21 days notice of annual general meeting, and 14 days notice of a meeting other than AGM or to pass a special resolution. Sending copies of special and extraordinary meetings resolutions to the Registrar of Companies. Supplying copy of the accounts to members, debenture holders etc., not less than 21 days prior to the meeting at which the accounts are to be laid. Keeping minutes of board and general meetings. Where a company has a company seal to be RESPONSIBLE for it's custody and use.
Company Shareholders:
Shareholders enjoy the benefit of limited liability, which means their liability is limited to pay to the company the price they agreed to pay for their shares. Shareholders will be responsible for making the following decisions: altering any aspect of the company's constitution for example its name or its business type. Dismissing a director from the board.
Appointing a director to the board. Condoning any breach of duty by its directors. Shareholders will also be responsible for authorising directors to make the following decisions: Issuing new shares in the company. Entering into contracts with directors whereby the company will buy from or sell to a director something of a significant value. Awarding service contract of significant duration to individual directors.
A private company is widely recognised as one of the most cost-effective and easily managed corporate entities with which to establish a new business. This is a company where the privately owned or publicly owned shares in the company are held by shareholders (whether private individuals or the general public). The shareholders can include the directors of the company.
The liability of the shareholders should the company fail is limited to the value of the shares. There are three types of limited companies. There are two types of private limited company, one limited by shares, and the second limited by guarantee. The type of private limited company generally in use is that limited by shares. The information within this section concentrates on this form of company. A private limited company limited by shares - members' liability is limited to the amount unpaid on shares held by them.
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