United Kingdom Ltd

FACTS & INFO

• Corporate Information

  LEGAL FORM

  The term ’offshore’ is not used in UK legislation, or in describing company forms. In the UK, there are no specific forms of company (or any other entity) designed for offshore operation.

  Private limited companies are the most common form of business entity used in the UK. The essential features of a private limited liability company are that the liability of members is limited to the amount of share capital subscribed to.

  COMPANY NAME

  UK companies must use the suffix "Limited" or "Ltd" to denote limited liability and can use any name unless it includes words such as "Empire", "Crown", "Imperial", "Windsor", "Royal", "Assurance", "Bank", "Building Society", "British", "National", "Great Britain", "United Kingdom", "England", "English", "Scotland", "Scottish", "Wales", "Welsh", "Ireland" or "Irish" (if the words are used as a suffix, they are normally allowed). The initials "GB" or "UK" do not require approval.

  o use "International" as a prefix, major trading activity must be conducted overseas; to use it as a suffix, company activity must be in two or more overseas countries. Any other words deemed sensitive or offensive will not be permitted.

  MEMORANDUM AND ARTICLES OF ASSOCIATION

  A company is formed by submitting its memorandum and articles of association to Companies House, along with the registration fee. Every company has a memorandum of association (except for an LLP), which determines its name, where its registered office may be situated, and what it may do (its objects). The rules of conduct of the company's internal affairs are contained in its articles of association. There is a standard form for the articles (in the case of a company limited by shares known as Table A), but this may be modified.

  SHAREHOLDERS

  The minimum number of shareholders is one. There is no the maximum number of shareholders. Corporate shareholders are allowed. Shares may be held jointly by two or more people. Certain information about company shareholders will be disclosed on public record.

  SHARE CAPITAL

  There is no statutory minimum or maximum capital for a private company. It is now possible to set up a company with only one member and for that member to have only one share, but this is exceptional. Share capital is usually £1,000 or above.

  DIRECTORS AND COMPANY SECRETARY

  According to the Companies Act, every company must have at least one director who must be a physical person of any nationality. Details about company directors are disclosed on public record.

  Please contact us if you are interested in our nominee director services.

  REGISTERED OFFICE

  Every company must have a registered office, which is the address to which any formal communications may be sent. The company may change its registered office at any time by completing Form 287, but the change only takes effect when it is registered at Companies House. The registered office must be a physical location, as people have the right to visit the office to inspect certain registers and other documents. They should also be able to deliver documents there by hand.

  The registered office can be anywhere within the area stated in the company’s memorandum. For a company incorporated in England and Wales, this will usually be England and Wales, but it may be just Wales, for instance. For a company incorporated in Scotland, it must be Scotland.

  MEETINGS

  Company meetings need not be held in the UK.

  INCORPORATION TIME

  Incorporation time is usually 1 working day.

  RECURRING MAINTENANCE FEES

  As from the second year, there are recurring maintenance fees of $740. These include:

  • Provision of registered office
  • Provision of company secretary
  • Preparation and submission of annual return

• Taxation

  TAXATION

  Corporation tax is paid by limited companies on their taxable profits. Since 2015, this main corporate tax rate has been set at 19% (previously this rate was dictated by the size of a company's profits). Rates differ slightly for 'ring fenced' companies (i.e. companies that make profits on oil rights or oil extraction) and certain trusts and investment firms.

AUDIT AND ACCOUNTING

Companies House will send a ’shuttle’ annual return form to a company’s registered office each year containing details of the information held on the Companies House database. This should be checked and amended as appropriate. Any additional information required - such as current share capital and details of member -, should be provided, and the signed form returned to Companies House within 28 days of the date shown on the form. If it is late, the company and its directors and secretary are liable to prosecution.

The first annual return must be made up to a date not more than 12 months after incorporation. Further returns should be at intervals of not more 12 months. A company must have an auditor, and accounts must be filed each year with Companies House. Small companies can prepare abbreviated accounts, and exemption from audit can be claimed.