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UK Companies |
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UK Companies Key Corporate Features
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 change these particulars after incorporation. The intended situation of the registered office can be stated from the outset and, if they wish, clients can be named as the first director and secretary. A same day incorporation service is available from Companies House for an additional fee. The Certificate of Incorporation of such companies shows their place of incorporation as being London. In addition, to the companies' registry in Cardiff, which covers England and Wales, additional company registries are situated in Edinburgh for Scotland and Belfast for Northern Ireland The types of company for international trade and investment are: Private or Public Limited Company. The procedure to incorporate consists of submission of Memorandum and Articles of Association, declaration of compliance and Statement of the First Directors and Secretary and notification of the situation of the registered office with the requisite fee to Companies House. There are restrictions on trading for specified groups, which include banking, insurance, financial services, consumer credit related services and employment agencies. A Company incorporated in the United Kingdom has the same powers as a natural person. The language of legislation and corporate documents is English. A registered office is required and must be maintained in the United Kingdom. Shelf companies are available. The time scale to incorporate is about ten working days or one day on payment of an additional fee to Companies House. There are restrictions on any name that is identical or similar to an existing company; any name which would be considered offensive or suggests criminal activity; or any name that suggests the patronage of the Royal Family or the Government of the United Kingdom. Restricted names include the use of the following words: assurance, bank, benevolent, building society, Chamber of Commerce, fund management, insurance, investment fund, loans, municipal, reassurance, reinsurance, savings, trust, trustees, university or their foreign language equivalents for which the approval of the Secretary of State is first required. The UK is still issueing bank and insurance licenses to qualified persons entities. Please ask for details. 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. Names requiring consent or licence are banking and all financial services activities such as insurance. The suffixes to denote limited liability are: Limited, Public Limited Company or the relevant abbreviations. There is no disclosure of beneficial ownership to authoritie, 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 issued capital is one share, but further capital is usually issued to reflect the stability and strength of the company. A private company is normally incorporated with an authorised share capital of £1,000. Public Company - The minimum authorised share capital for a public company is £50,000 of which £12,500 must be paid up (in case of liquidation the full £50,000 must be paid). The minimum issued capital is two shares. The following classes of shares are permitted: ordinary shares, preference shares, deferred shares, redeemable shares and shares with or without voting rights. Taxation Taxation is paid by companies in the UK based upon audited accounts, which are submitted to the Inland Revenue at the end of the company’s financial year. A company is free to choose its own year-end. Companies pay capital gains tax and corporation tax at the rate of 19% 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 £1.5 million where the top rate of corporation tax is charged at the rate of 30%. The United Kingdom is party to more double tax treaties than any other sovereign state. There are no licence fees as such. All UK Companies are required to file accounts with the Registrar of Companies. There is an exemption given in favour of limited liability companies where they have a small turnover, which generally is defined as being below £1,000,000. In those circumstances the directors must self-certify the accounts without the requirement to have a formal audit. A private company must have at least one director and a public company must have at least two directors. Directors may be natural persons or bodies corporate. They may be of any nationality and need not reside in the United Kingdom. A company secretary must be appointed. The company secretary may be a natural person or a body corporate. They can be of any nationality and need not reside in the United Kingdom. For private companies, the minimum number of shareholders is one and for public companies the minimum number is two. Important Note: International tax planners are able to utilise UK structures to minimise taxation for international business. For further information, please ask us to contact you. Contact: info@personaloffice-bv.com
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