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  Professional offshore incorporations and offshore banking services since 1996

Company Incorporation
United Kingdom

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NEW: VAT registration for UK company

One of the advantages of having an English company is that it automatically, gives it entry to the E.U.Market.
If the company does trade in the U.K. and its annual gross income is 55,000 plus, then it should register for VAT.

U.K. INCORPORATION

  • We check the availability of your preferred corporate name and reserve it for you.

  • We prepare and file all necessary documentation for the formation of your new corporation.

  • We promptly forward the original company documents to you.

Cost for first year, at incorporation.  

Incorporation Fee - UK 520
Corporate Structuring and Due Diligence Procedure 300
Processing Application to open Corporate Bank Account 400
VAT Registration 200

FIXED ANNUAL RECURRING FEES AND CHARGES

Annual Maintenance Fee for Internet Banking 100
Corporate Domicile Services in London, UK 500
Provision of Directors, Secretary, Bank Signatories (free here) and Corporate Nominee Shareholders 650

Total: 2670

To be paid when the work will begin:
Provision Bookkeeping, VAT Administration, Preparation of Statutory Accounts, Calculating UK Corporation and Completing Tax Return 1400.
This fee is only a retainer to provide for ongoing services. The services will actually be charged on a time spent basis by accounting function and will depend on the volume of transactions and the technical nature of the accounting work.
 


Registering for VAT (Value Added Tax) - 200
We will apply for and complete the forms necessary for your company to be registered with HM Customs & Excise for VAT. Registration takes around 3 weeks so the sooner you apply the quicker you will have a VAT number.

Nominee Secretary
Every limited company must have a Company Secretary (Companies Act 1985 section 283) who will perform a variety of tasks crucial to the smooth running of the company, which includes ensuring that the company's statutory obligations are complied with.

We provide a company secretarial service to ensure that these important statutory requirements are fulfilled, leaving the day to day running of the company to the directors. We ensure that all the company's statutory requirements are met, including the filing of the accounts and annual returns (subject to the receipt of all requisite documents).

As your Company Secretary, we will prepare other documents in respect of changes to the company structure as and when they occur. Such matters will include allotment of shares, transfer of shares and appointments and resignations of officers.

1. Maintaining the Register of Directors and Secretary
2. Issuing share certificates and recording transfers of shares.
3. Maintaining the Register of Members and Debenture Holders.
4. Arranging for charges to be registered and recorded in the Register of Charges.
5. Preparation and submission of the Annual Returns <fee payable>
6. Filing of documents at the Companies Registry including changes of registered office, changes of directors and secretary.
7. Duties other than those set out above will be carried out at a rate of 40 per hour.
 

VAT Registration:

It is not possible for us to incorporate a Company and then register it for VAT without you supplying the answers on the application form.
A detailed application form must be completed and submitted - it takes around 4 weeks for the Revenue to issue a VAT number.
Please read our guide to obtaining a UK VAT Registration number.
Details on  how to complete the forms are available from this website.

Until a few months all that was necessary was to file a simple application and the VAT number would be given within a few days.

The procedure is now more complicated:

1. We get the application from H. M. Customs & Excise in Northern Ireland.
2. This, obviously, has to be completed and returned for processing,
The company must be incorporated with full nominee structure.


Basic Info on UK companies.
An annual return must be filed which formally sets out the names of the directors, secretary and shareholders. The filing fee is (presently) 15.

The company is required to file annual accounts unless it does not trade in U.K. in which event very simple dormant accounts are filed. No fee is payable.
If the company trades in U.K., it must file annual accounts and, of course, will become liable for corporation tax. However, if the company does not trade then all that it has to do is file simple  "non trading" accounts and the company is then considered a dormant company and no questions are asked. 
It is not unknown for a client to register a company in  England and then trade offshore from the U.K. and then just file "non trading" accounts.

It need have only one director and a secretary. However, if there is  only a single director then he /she cannot be the secretary. Accordingly, it is usual for there to be two directors. 

There is no restriction upon the directors, secretary or shareholders being foreign nationals or companies.

A full nominee structure is available.


For your convenience, we have included a Cost Calculator in the order form:

ORDER HERE


Company Formations - package contents
You will receive the following:

Original Certificate of Incorporation

This is issued by The Registrar of Companies after incorporation. It shows your company name, the registered company number and date of incorporation of your new company.
 

Four copies of the Memorandum of Association

These show the rules for the running of your company. They show what the company can do by law, where its registered office should be, how much share capital can be issued, etc.

Four copies of the Articles of Association

The Articles of Association contain the detailed regulations for the running of your company, including, rules on the allotment and transfer of shares, the appointment and removal of directors, conduct of board and general meetings, etc.

Draft Minutes for your First Board Meeting

Stock Transfer Form

These forms are your proof that our nominee shareholders no longer own the shares issued on incorporation. Keep these forms safe and no stamp duty is payable on the transfer because no payment was requested or made.

1 Form 88(2) Return of Allotment of Shares

Within one month of the allotment of shares, a return on Form 88(2) must be delivered to Companies House.

2 Forms 288a Appointment of Director or Company Secretary

These forms should be completed and returned to us within 10 days from the appointment of a Director or Secretary. Almost anyone, of any nationality, anywhere in the world can be appointed a company director.
We can act as Company Secretary for your company if required.

2 Forms 288b Terminating Appointment of Director or Company Secretary

Form 225 Accounting Reference Date

A company's financial year will end one year after incorporation. Should you wish to change it to say March or December you change it by completing form 225.

Form 287 Registered Office

The Registered Office is the company's address in England or Wales to which formal communications are sent, it may be the business address, the directors home address, the accountants address etc but it must be a real address not a P O Box number. We can provide a Registered Office for your company if required.

Certificate of Non-Trading

A certificate of non-trading is a certificate that we supply guaranteeing your company has not traded or incurred any liabilities prior to it being transferred to you.

Combined Company Register

Here is where you record the issue of shares, the transfer of shares, the appointment and resignation of officers, minutes of board meetings etc.

24 Share Certificates

Register of Members & Share Ledger

Register of Directors & Secretaries

Register of Mortgages & Charges

We can assist your new company after incorporation with:

Acting as your Registered Office

Every company must have a Registered Office at which official documents can be served

Acting as your Company Secretary

Every limited company must have a Company Secretary (Companies Act 1985 section 283)

 

Registered Office Service - 500 per year

Every company must have a Registered Office at which official documents can be served (Companies Act 1985 section 287 (1)) and this address should be displayed on all business letterheads and order forms of the company (section 351).

The Registered Office address need not be the company's place of business, and is often the address of a company that provides company formation services - or the that of a solicitor or accountant or even one of the directors home address.

Official documents, such as documents from a court, are normally served on a company at its Registered Office, and official correspondence is usually sent to the Registered Office, for example official letters from the Inland Revenue and the Registrar of Companies.

Please note that this address should not be used for any trading purposes or general correspondence, or for any form of advertising. The address is only to be used to comply with the requirements of the Companies Act 1985 in relation to official mail and documents.

We will forward on all official mail by first class post or airmail on receipt.

 
 

 

We are pleased to provide a summary of the salient features of companies incorporated in the United Kingdom.


[ BACKGROUND ] [ COMPANY FORMATION ]
[ SHARE CAPITAL, TAXATION, LICENCE FEES & COMPLIANCE ]
[ STRUCTURE OF MANAGEMENT ]


CORPORATE FEATURES

GENERAL
Type of Company

Private Limited

Public Limited

Political Stability

Excellent

Common or Civil Law

Common

Disclosure of Beneficial Owner

No

Migration of Domicile Permitted

No

Tax on Offshore Profits

Yes

Language of Name

Latin Alphabet

CORPORATE REQUIREMENTS
Minimum Number of Shareholders

One

Two

Minimum Number of Directors

One

Two

Bearer Shares Allowed

No

Yes

Corporate Directors Permitted

Yes

Yes

Company Secretary Required

Yes

Yes

Standard Authorised Share Capital

1,000

50,000

LOCAL REQUIREMENTS
Registered Office/Agent

Yes

Yes

Company Secretary

Yes

Yes

Local Directors

No

No

Local Meetings

No

No

Government Register of Directors

Yes

Yes

Government Register of Shareholders

Yes

Yes

ANNUAL REQUIREMENTS
Annual Return

Yes

Yes

Submit Accounts

Yes

Yes

RECURRING GOVERNMENT COSTS
Minimum Annual Tax/Licence Fee

Nil

Nil

Annual Return Filing Fee

15

15


GENERAL INFORMATION
The United Kingdom, which consists of England, Scotland, Wales and Northern Ireland, lies off the Western Coast of Europe. It has a total landmass of approximately 241,590 sq km.

POPULATION
The total population of the United Kingdom is approximately 58 million of which at least 9 million live in the Greater London area. 5.25 million people live in Scotland, with a further 1.5 million resident in Northern Ireland. The population of Wales is also approximately 1.5 million.

POLITICAL STRUCTURE
The United Kingdom has a hereditary monarchy, and the Head of State is Queen Elizabeth II, who ascended the throne on 6
th February 1952. The legislature is bicameral. The Upper House being the House of Lords and the Lower House the House of Commons.

INFRASTRUCTURE AND ECONOMY
The United Kingdom is one of the world’s great trading powers and financial centres, and its essentially capitalistic economy ranks among the four largest in Western Europe. Agriculture is intensive, highly mechanised and efficient by European standards, producing 60% of food needs with only 1% of the labour force.

The United Kingdom has large coal, natural gas and oil reserves; primary energy production accounts for 12% of GDP, one of the highest for an industrial nation. Services industries, particularly banking, insurance and business services, account for the largest proportion of GDP, whilst industry continues to decline, now only employing 25% of the work force.

LANGUAGE
The official and spoken language is English.
 

CURRENCY
UK Pound.

EXCHANGE CONTROL
None.

TYPE OF LAW
Common Law.

PRINCIPAL CORPORATE LEGISLATION
Companies Act 1985 (as amended).
The Income and Corporation Taxes Act 1988.


COMPANY FORMATION

LONDON REGISTRY
As long as a client is prepared and able to wait for seven days a "custom-made" new UK company formation may not only be preferable but also more economical. Custom-made companies are set up with a client’s own choice of name (subject to availability) and with the required share capital.

The intended situation of the registered office can be stated from the outset. Clients can be named as the first director and secretary.

Many international clients and UK businesses prefer to have their UK company incorporated in the capital of the United Kingdom - London. This facility is available to our clients and companies can often be incorporated on the same day that instructions are received. The Certificate of Incorporation of such companies shows their place of incorporation as being London. The UK Registrar of Companies levies a nominal additional fee for this service but our experience is that most clients, particularly those involved in international trade and having a registered office in London, take advantage of this exclusive facility. Less than 1% of all companies incorporated in England and Wales are today incorporated in London. Over a decade ago, the principal companies’ registry for England and Wales was moved, by the government, from London to Cardiff, Wales.

Another distinct advantage of incorporation in London is the availability of a same-day incorporation service.

Clients who decide not to incorporate in London will have their company registered at the principal Company Registry for England and Wales in Cardiff (i.e. not England). In such cases the Certificate of Incorporation shows Cardiff not London as the place of incorporation.

In addition, to the companies registry in Cardiff, which covers England and Wales, additional company registries are situates in Edinburgh for Scotland and Belfast for Northern Ireland

TYPE OF COMPANY FOR INTERNATIONAL TRADE AND INVESTMENT
Private or Public Limited Company.

PROCEDURE TO INCORPORATE
Submission of Memorandum of Association, 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.

RESTRICTIONS ON TRADING
Yes, specified groups, which include for example, banking, insurance, financial services, consumer credit related services and employment agencies.

POWERS OF COMPANY
A Company incorporated in the United Kingdom has the same powers as a natural person.

LANGUAGE OF LEGISLATION AND CORPORATE DOCUMENTS
English.

shelf COMPANIES AVAILABLE
No.

TIME TO INCORPORATE
Ten to fifteen working days.

NAME RESTRICTIONS
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 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.

LANGUAGE OF NAME
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 translation to ensure that the name is not restricted. However, if the company is incorporated in Wales there is a proviso that documentation in Welsh will be accepted.

REGISTERED OFFICE REQUIRED
Yes, must be maintained in the United Kingdom.

NAMES REQUIRING CONSENT OR LICENCE
All financial services activities such as banking and insurance.

SUFFIXES TO DENOTE LIMITED LIABILITY
Limited, Public Limited Company or the relevant abbreviations.

DISCLOSURE OF BENEFICIAL OWNERSHIP TO AUTHORITIES
No.


SHARE CAPITAL, TAXATION, LICENCE FEES AND COMPLIANCE MATTERS

AUTHORISED AND ISSUED SHARE CAPITAL

Private Company - 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.

CLASSES OF SHARES PERMITTED
Ordinary shares, preference shares, deferred shares, redeemable shares and shares with or without voting rights.
 

BEARER SHARES PERMITTED
No.

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 same rate being 21% 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 31%.

DOUBLE TAXATION AGREEMENTS
The United Kingdom is party to more double tax treaties than any other sovereign state.

LICENCE FEES
None.

FINANCIAL STATEMENT REQUIREMENTS
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 is defined as being below 350,000. In those circumstances the directors must self-certify the accounts without the requirement to have a formal audit.


STRUCTURE OF MANAGEMENT

DIRECTORS
Private Companies - One. They may be natural persons or bodies corporate. They may be of any nationality and need not reside in the United Kingdom.

Public Companies - Two. They may be natural persons or bodies corporate. They may be of any nationality and need not reside in the United Kingdom.

COMPANY SECRETARY
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.

SHAREHOLDERS
Private Companies - the minimum number of shareholders is one.

Public Companies - the minimum number of shareholders is two.

IMPORTANT NOTE
International tax planners are able to utilise UK structures to minimise taxation for international business


For your convenience, we have included a Cost Calculator in the order form:

ORDER HERE


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Whilst every effort has been made to ensure that the details contained herein are correct and up-to-date, it does not constitute legal or other professional advice. We do not accept any responsibility, legal or otherwise, for any errors or omissions.


Please go to our Uses of offshore Companies Page where you will find interesting information on the benefits of using offshore companies and trusts for business and personal use, links to information on other locations and details of our products and services.

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