Registration company in England

A private company limited by shares is owned by its members (called shareholders). The liability of each member is limited to the original value of the shares issued to them, but not paid for.

A private company limited by guarantee is backed by it’s members up to a previously agreed amount. It’s members are not called shareholders.

All limited companies must be registered (incorporated) with Companies House. To do this you need:

• the company’s name and registered address;
• at least one director;
• at least one shareholder;
• details of the company’s shares – known as “memorandum of association”;
• rules about how the company is run – known as “articles of association”.

Company name and address in England

The names of all private limited companies in the UK must end in either “Limited” or “Ltd” and the name can’t:

• be the same as any other name on the Companies House index of names;
• contain a ‘sensitive’ word or expression unless you get permission;
• suggest a connection with government or local authorities;
• be offensive.

The registered office address is where official communications are sent – eg letters from Companies House and HM Revenue & Customs. The address doesn’t have to be where you operate your business from but it must be:

• a physical address;
• in the same country that your company is registered in – eg a company registered in Wales must have a registered address in Wales;
• You can use a PO Box, but you must also include a physical address and postcode eg PO Box 123, 1 High Street, Anytown, SW1A 1AA.

You can use your home address or the address of the person who will manage your Corporation Tax if these addresses meet the rules above.

Directors in England`s Company

When you register your company it must have at least 1 director.

A director is legally responsible for running the company. A director must be older than 16 and not be someone disqualified from being a director.

You can make another company a director – but at least 1 of your company’s directors must be an individual.

Directors have responsibilities that include making sure the company is run properly.

Shareholders in Ltd

When you register a company you’ll need to make a “statement of capital”. This is:

• the number of shares the company has and their total value – known as the company’s “share capital”;
• the names and addresses of all shareholders – known as “subscribers” or “members”.

Every limited company must have at least one shareholder. There’s no maximum number. Directors can be shareholders.

Shareholders are owners of the company and they have certain rights eg, directors must get shareholders to vote and agree on changes to the company.

Articles of association

When you register your company you must have articles of association.

These are the rules about running the company that shareholders and “officers” (directors or company secretary) have to agree to. For example, rules about how decisions that affect the company must be made and the role of shareholders in those decisions.

Most companies use standard articles – but you can change these or write your own as long as the company doesn’t break the law.

Set up your company for Corporation Tax

Within 3 months of starting up in business, you must give HM Revenue & Customs (HMRC) specific information about your company. You can do this once you’ve got your company’s Unique Taxpayer Reference.

HMRC will use this information to work out when your company must pay Corporation Tax.

You must tell HMRC:

• the date you started in business;
• your company name and registered number;
• the main address where you do business from what kind of business you do;
• the date you will make up your annual accounts if you have taken over a business of you are part of a group

HMRC will send your company’s Unique Taxpayer Reference to your registered office address, usually within a few days of the company being registered (incorporated).

What is an LLP?
The «Limited Liability Partnership» (LLP) format of registered company was originally created to enable the professions to take advantage of limited liability, but its popularity is growing among a much wider range of business. An unregistered Partnership has no protection if things go wrong ALL or ANY of the Partners can be held liable for the debts of the other Partners even to the point of bankrupting the individuals. By registering as a Limited Liability Partnership (LLP) the Members (Partners) protect their private assets. If the business fails the Members only lose the money they have actually invested in the Partnership.

What sort of organisation can become an LLP?
Any new or existing firm of two or more persons can incorporate as an LLP.

What are the LLP disclosure requirements?
They are similar to those of a company. LLPs are required to provide financial information equivalent to that of companies, including the filing of annual accounts. Among other things, they are also required to:

• File an annual return;
• Notify any changes to the LLP’s membership;
• Notify any changes to their members names & residential addresses;
• Notify any change to their Registered Office Address.

What are the duties of a designated member?
Designated members are responsible for carrying out certain duties including some of those that would normally be carried out by a company director or secretary. They include such things as:

• Signing the annual accounts;
• Filing the annual accounts and annual returns with Companies House;
• In the event of Insolvency proceedings, providing any statement setting out the affairs of the business i.e. assets, debts and liabilities.