|The Formation Process|
|Post Formation Duties|
|Business Bank Account|
|Money Laundering Regulations|
Directors are responsible for running successfully and ensuring that it follows the requirements of the Companies Act 2006.
Anyone can be a Director on the proviso that they are 16 years or older, have not been declared bankrupt and not legally disqualified from being one. A company can have another corporate body as a director but there must be at least one other director who is a “natural” person.
The director does not have to be resident in the UK, although if you are likely to open a UK bank account many of the banks will insist on at least one director being UK resident.
Directors do not have to own shares in the company but they are allowed to.
Directors can be added at any time after incorporation. They can be appointed online using the appropriate form that needs to be submitted to Companies House. If you require us to assist you with this please select the following link.
Directors can be removed from the company on the basis that shareholders have voted and a majority decision was made to remove. A company however, must have one director in place at all times who is an individual. It is important to ensure that you obtain professional advice before undertaking this step as there could be breaches of directors contracts and shareholders agreements if not completed correctly. They can be removed online using the appropriate form that needs to be submitted to Companies House. If you require us to assist you with this please select the following link.
The general duties of a Director are set out within The Companies Act 2006 as follows:
-A director should comply with the constitution and decisions made under the constitution and to exercise powers only for the reasons for which they were given.
-To act in a way the director considers (in good faith) is most likely to promote the success of the company for the benefit of its members as a whole (or, if relevant, other purposes specified in the constitution).
-To exercise independent judgement. Directors can rely on advice from third parties as long as they exercise their own judgement on whether that advice should be followed.
-To exercise reasonable, care, skill and diligence.
-To avoid conflicts (or possible conflicts) between the interests of the director and those of the company.
-Not to accept benefits from third parties (ie a person other than the company) by reason of being a director or doing anything as director.
-To declare any interest in a proposed transaction or arrangement.
A director should also in times of threatened insolvency consider and act in the interests of the creditors of the company.
The company secretary deals with the administration responsibilities of the company including the maintenance of statutory registers and the filing of appropriate forms and documents. This can be either an individual or a corporate body.
Under the Companies Act 2006 there is no requirement for a Company Secretary and the majority of smaller businesses do not take up this option. However, you may appoint one for the company if you wish. They can be appointed online using the appropriate form that needs to be submitted to Companies House. If you require us to assist you with this please select the following link.
The following information is needed in order to form a limited company:-
- Registered Office Address (we are able to provide this as an additional service)
- Directors Details
- Company Secretary Details (if required)
- Shareholder Details
We are a Companies House authorised e-filing partner which means that you should usually receive your details within 3-4 hours assuming your submission has been made within Companies House normal working hours. This is subject to Companies House current workload which may mean that formations take longer than the standard 3-4 hours.
Once your company has been incorporated by Companies House you will be sent an email containing the electronic copies of the Certificate of Incorporation and the Memorandum and Articles of Association. Additional information requested at the time of the order will either be sent by email or post within 24 hours.
A shareholder is the owner of a company that is limited by shares. A company can have more than one shareholder and shares can be held in different proportions by each shareholder. A company limited by shares needs to have at least one shareholder holding one share.
Shareholders can be an individual or a corporate body (ie another company). Shareholders can also be based in any Country.
A company is able to have more than one class of share and these can have different restrictions allocated to them. The details relating to the specifics of the shares would need to be referred to within the memorandum and articles of association. It is important if you are considering different classes of shares that you obtain professional advice and we can help in these circumstances.
From 6 April 2016 anyone who has to file information with Companies House will be required to keep a register of PSCs. This is in addition to the register of members and the register of officers which were reported to Companies House on the Annual Return, usually on the anniversary of the Company’s incorporation. From 30 June 2016 onwards the PSC register will need to be filed with Companies House on what will be called the Confirmation Statement which replaces the Annual Return.
So who is classed as a PSC? A PSC is an individual who meets one or more of the following conditions in relation to your company:
The registered office is the address that is officially registered with Companies House for the company. This must be a physical UK location and the use of a PO Box address is prohibited. You are able to use our London address as a registered office for your company as an additional service.
Your home address can be used as the address for the company as long as it is in the UK. This address would then be shown on the public records for the company and it is usually for this reason that an alternative address is used.
Your trading address is the place from which you conduct your business which can be outside of the UK. The registered address is the official address and this therefore does not have to be the same as the trading address.
This is the official contact address for each appointed company director and this will be where any statutory notices and other official documents will be sent. This address is on public record.
Yes your home address can be used as the service address but you need to remember that this is the address that will be on public record and it will allow people to be able to contact you. Therefore your private address is no longer confidential.
The service address can be an address in the UK or outside of the UK as long as you are able to be contacted by Companies House and any other 3rd party in terms of company matters. The service address can also be the registered office or trading address. Same-Day Company Services are able to provide you with a service address as an additional service.
Changes can be made to the company at any time after it has been incorporation. This includes changes to officers, registered office, Company name and share capital. Changes can be made through our online portal or via Webfiling at Companies House. All changes have to be notified to Companies House and in some circumstances also to HMRC.
Most changes do not incur a fee with the exception of changes to share capital and change of name which both incur a small administration fee. Changes can be completed via the online portal. Where assistance is provided by ourselves to help you file the necessary changes an administration fee will be charged.
If the company is solvent or has never traded and remained dormant throughout its existence it can be struck off with Companies House quite easily and an administration fee is needed to complete this process. Where the company is insolvent or where there are significant assets within the company we would recommend that you seek the advice of a professional to assist you. If you require further assistance in this matter please contact us.
If the company is not dormant and therefore trading in some capacity the company name must be displayed at all times in respect of the following:
- Registered Office address and any trading address from where the trade operates
- Any company documentation including emails, letters, invoices and notices
The company website and any marketing documentation
You must display the following on all formal documentation which includes letterheads, website and emails:-
- Full registered name of the company including Limited, LLP or Plc as appropriate.
- The company registration number
- The registered office address and trading address if different
- The names of all the directors or none of the directors. You can-not be selective.
Once you have a limited company you will need to ensure that the following duties are undertaken, usually on an annual basis:-
- Confirmation Statement
- Annual Accounts or DS01
- Corporation Tax Return (CT600)
A confirmation statement is a statement that has to be filed with Companies House and confirms the status and information held at Companies House. This includes officers, registered address and share capital information. The first confirmation statement is due within 28 days of the anniversary of the company’s incorporation. The confirmation statement can be filed via our online portal or via webfiling at Companies House. We are able to provide this service for you which will be renewed every 12 months. There is a £13 filing fee which is payable to Companies House.
Where the company has remained dormant and not traded or operated a bank account during the period a dormant form can be prepared and submitted to Companies House (DS01). Where the company has traded it will need to complete a set of accounts prepared in accordance with the Companies Act 2006 and we would recommend that you seek the advice of a professional qualified accountant to undertake this role for you. If you would like a contact to an Accountant please contact us. All accounts have to be filed at Companies House before the due date to avoid automatic penalties from being incurred.
The period end date will be set automatically as the month in which you incorporate and this can be extended or shortened as required. Account periods can be shortened as often as required but can only be extended once every five years except in special circumstances which mainly affects group structures. We would recommend seeking professional advice before amending a period end as there could be tax consequences to consider.
Initially the accounts will need to be filed within 21 months from the incorporation date. Subsequent filing deadlines will be 9 months after the period end date. Where accounts are filed late there are automatic filing deadlines imposed by Companies House and this is regardless of whether the company has traded or not.
For example if you incorporate on 20 March 2015 you will automatically be given a period end date of 31 March. The first accounts would cover the period 20 March 2015 to 31 March 2016 and would need to be filed at Companies House by 20 December 2016. The following accounts would be for the year ended 31 March 2017 and would need to be filed by 31 December 2017.
If the company has traded regardless of whether it has made a profit or not, it will need to complete a company tax return (CT600) and file it with HMRC. The filing deadline for the return is 12 months after the period end date and an automatic fine will be imposed where filed late. Where the company has a profit there is likely to be corporation tax due to be paid to HMRC and this needs to be paid 9 months after the period end date, please note this is earlier than the date the return is due. We would recommend getting professional advice from a qualified accountant in order to assist you with any corporation tax requirements.
If you are going to actively trade, the company must open a separate business account in the name of the company. As the company is a separate legal entity to yourself you should not use your personal account to transact company business. Same-Day Company Services can assist you by introducing you to either Barclays Bank or Lloyds Bank where you will have the opportunity to earn £40 cashback if you were to open an account with them. This can be selected as an additional service when incorporating the company.
The Money Laundering Regulations 2007 updated to the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations in June 2017 were brought in for formation companies to verify the identity of key parties where we provide an ongoing service to our clients. This includes services such as Registered Office Address, Directors Service Address, Business Address Service and Confirmation Statements. The company is registered under the regulations for Trust or Company Service Providers.
Under our risk assessment criteria (which will be confirmed with you) we will require the following verification to be undertaken:
Simplified Due Diligence – We will require the full name, date of birth and current address for the main contact Director and for any shareholders with more than a 25% interest in the company. We will then undertake an electronic verification of the individuals using “Veriphy” software. Where a negative result is obtained further ID is likely to be required.
Normal Due Diligence – We will require the full name, date of birth and current address for the main contact Director and for any shareholders with more than a 25% interest in the company. We will also require a certified copy of photographic ID for the same individuals. We will then undertake an electronic verification of the individuals using “Veriphy” software. Where a negative result is obtained further ID is likely to be required.
Enhanced Due Diligence – We will require the full name, date of birth and current address for all Directors and for any shareholders with more than a 25% interest in the company. We will also require a certified copy of one element of photographic ID and one element of ID confirming the individuals address. We will then undertake an electronic verification process using the “Veriphy” software. Where sufficient verification cannot be undertaken we will not be able to provide further services to the company.
For Photographic proof of ID one of the following are acceptable:Passport
Driving licence with photocard
National identity card
HM Forces identity card
Disabled drivers blue pass
For Proof of Address one of the following are acceptable and it must be dated within the last 3 months and include both the name and address of the party concerned:
Utility bill including gas, electric, water and telephone (exc. Mobile phone)
Council tax bill
Mortgage or bank statement
Letter from HMRC or other Tax Regulatory body
If the individual is based within the UK, USA, EU or other FATF Member, certification can be undertaken by either a Solicitor, Accountant, Post Office, Doctor, Local Council or Minister. Original
Where the individual is outside of these jurisdictions the documents should be notarised by a Public Notary. Original documents should be provided to us.