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Deluxe Package |
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 £ 256.95 | Annual Maintenance Fee £525.00 | | |
 The Deluxe limited company package is a fast and easy option, it is ideal for the UK, EU, and international small to medium businesses who wish to appoint a nominee director and a nominee secretary in order to maintain anonymity, and it includes: -
 Incorporation of your company from scratch using one of our registered office addresses in London, our nominee director and nominee secretary. We can appoint your own candidate(s) to the role of shareholder(s), or you can appoint a nominee sharholder provided by Coddan;
The standard capital on formation is £1.00, this is divided into 1.00 ordinary share valued at £1.00 (a minimum of one share must be issued);
The formation of a limited company usually takes as little as four to six hours from the time that your application and payment are received by Coddan;
The government fee for incorporation is included in the price of this package;
The provision of a registered office address for 12 months is included in the price of this package (our registered office address service is charged annually);
The provision of a nominee secretary for 12 months is included in the price of this package (our nominee secretary service is charged annually);
 The provision of a nominee director for 12 months is also included in the price of this package (our nominee director service is charged annually);
The following two hard bound copies of corporate documents, will be posted to you upon formation of your company: - A laminated copy of the certificate of incorporation of your company;
A hard bound copy of the memorandum and articles of association;
A hard bound copy of the minutes of the first meeting of directors;
Share certificates, and your company register;
The general power of attorney signed by a nominee director;
Pre-signed, undated resignation letter from a nominee director;
The agreement for the provision of nominee service and indemnification of nominee.
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| Legal Requirements to Register an LTD | | |
A private company limited by shares in England and Wales must have at least one director, one shareholder, and may have a secretary.
You need at least one person to form this type of company. If there is only one director, and that director is a natural person in your company, that director can also act as the secretary.
A company must have at least one director who is a natural person. This requirement is met if the office of director is held by a natural person as a corporation sole or otherwise by virtue of an office.
You can register a sole director' company, if you are familiar with the secretaries duties and responsibilities, because all of them belongs to a sole director.
The directors and secretary of your company can also be shareholders.
The Companies Act imposes no restriction on the minimum age of company directors. However Companies House will actively discourage the appointment of anyone under the age of 16 from taking up a company directorship on the grounds that the individuals concerned may not fully understand the legal liabilities that go with the position and for the most part will not have the experience necessary to perform the duties of a company director.
Under the Companies Act 2006, there is no restriction on any or all of the members/shareholders being from an overseas country (i.e. outside the United Kingdom in terms of residency, domicile, citizenship, place of incorporation or all or any of those concepts).
There is no requirement for the officers of your company to be UK citizens or residents, nor for them to hold valid work permits.
Owning, or being an officer of a UK company does not, however, grant you any right to live or work in the UK if you are a foreign national.
Your company must have a registered office address within England or Wales; this is the official address of your company and will be on the public record as such.
Your company must hold its official company documents at its registered office address: its register of shareholders, and its constitutional documents.
So long as you maintain a registered office address in England or Wales, you can conduct your business from any place in the world: you do not have to run your business from your registered office address.
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(click here for other packages)
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| 1. Company subscribers may be residents outside the UK.
2. You must appoint a minimum of 1 Director.
3. Directors can be corporate bodies or private individuals.
4. A Director can be of any nationality.
5. All companies must appoint a company Secretary.
6. A Secretary can be of any nationality.
7. If there is only ONE Director he or she CANNOT also be the Secretary.
8. There is no maximum and no minimum share capital.
9. There is no minimum share capital, no paid-in capital requirement.
10. The company is required to have a registered office in the UK.
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- DEAR VISITORS, UK Company incorporation should be quick and painless - whether you are an accountant for whom company formation is a frequent activity or an individual ordering your first UK company registration. We were the first formation agent in the world to offer a complete online company incorporation service and we continue to refine our ordering system, which has been widely praised for ease of use. If you want to become familiar with the description and the contents of UK company formation packages, offered by our company and to find above, what kind of service is included in this or that formation package, to get an idea about the price of annual renewal of the service, and about the general legal requirements to the company incorporation within foreign countries, please, select the package you need from the list, situated below the banner. The information in the banner will be renewed according to the package you've chosen. All of our Memorandum and Articles of Associations and Partnership Agreements were reviewed and approved by a volunteer U.K. lawyer. Our products start from just £42.00 for our E-Quick service. This package offers fast electronic company registration documents and like all of our UK formation products is usually completed with in three hours. Our Economy company formation service not only have a Certificate of Incorporation on the required legal paper, but also has the provision of having your company registered office at our prestigious City of Liverpool, Manchester or London address. As all literature and documents must display the company's registered office, having your registered office at our address can enhance your company's profile in the eyes of both customers and suppliers. Coddan offer a wide range of offshore company formation options. An increasing number of people choose the offshore formation option as their favoured trading vehicle. Companies, large and small, are frequently based offshore.
Please note » The prices payable for the items that you order are clearly set out in the web site. There will be no contract of any kind between you and us unless and until we receive payment from you. We act as your agent in the incorporation of companies and electronic filing of Companies House forms. We are not able to guarantee that any such filing will be acceptable to Companies House, nor are there any contractual obligation upon us to do so. If Companies House rejects incorporation or other electronic filing, we will credit your account with a full refund and the contract between us will be made void. Companies House does not offer a cancellation facility for the incorporation of companies or the electronic filing of documents. We will be unable to cancel any such submission on your behalf and will not refund any payment you have made. All prices shown at Coddan Web Site (www.uk-ltd-formation.co.uk) are in Great British pounds.
Live Help » Live Help is a real time "chat" feature which enables you to interact with a customer service representative without a phone call. Get answers to your questions while using our website. Clicking the "Live Help" button will start an on-line session with one of our representatives. Live Help is currently available during normal business hours. Outside of the above opening hours our business center will be closed. When you click on the button you will see an e-mail form that will allow you to send us a mail with your questions. Live Help is absolutely free! There are no hidden fees. We offer the service as a courtesy to our website visitors. The basic document package we provide will not differ significantly from that available at a major corporate law office.
Form a company online in minutes at lawyer-free prices. Coddan was developed by expert attorneys with experience at the most prestigious law firms in the country. We've helped over 50,000 satisfied customers, and our know-how allows us to prepare legal documents quickly and efficiently. Our documents contain advanced provisions that are not found in simple "do-it-yourself" kits or manuals. Coddan lets you take care of common legal procedures without ever leaving your home or office. We’re open 24 hours a day, 7 days a week. Our research area contains plenty of helpful guidance. Simply answer an easy-to-understand questionnaire, and Coddan takes care of the rest - no need to download, no need to print. You will receive the completed legal documents printed on quality acid-free paper.
Did you know that 70% of those who try to complete their own legal documents make mistakes? With Coddan, you can rest assured, knowing that your documents are treated with the utmost care and attention. Before you submit your order, Coddan will review the answers you provide on the questionnaire for consistency, completeness, spelling and grammar. Furthermore, our customer service specialists are available to answer your questions by phone or e-mail. Call us toll-free at (0) 800.081.1510 or (0) 870.080.2320.
With Coddan's lawyer-free service, you can save up to 100% off the rates an attorney would charge for the same procedure. In addition, our fees are "per project", not "per hour", so you will know exactly what the total price will be. The information you provide to us is held in absolute privacy. We pledge NEVER to sell your name or personal information to any third party. In addition, we go the extra mile to make sure that our servers and connections incorporate the latest encryption and security devices. We strive to be the best legal documentation service on the web. If you are not satisfied with our services for any reason, please contact us immediately and we will either correct the situation or provide a refund, your choice.
 What are the Advantages of Forming a Limited Company?
Most businesses in the United Kingdom are either owned by a sole trader, by individuals trading together as a partnership or by a private company. Choosing the right form of ownership is an important decision. Particularly, limited companies pay a tax called corporation tax, which is calculated differently from income and capital gains tax. Whether this means you will pay more or less tax depends on a variety of factors. If in doubt about the tax consequences of forming a limited company, you must take advice from a qualified accountant.
A company enjoys legal continuity - it can own property, sue and be sued. Effective ownership or part ownership of the business may be readily transferred, subject to the provisions of the Articles of Association. The main reason for UK company registration is to take advantage of the limited liability status it provides. This means that the company is a legal entity in its own right, and only the assets of the company are available to creditors and not the assets of individuals running the company. You would only be liable for the money you have paid, or agreed to pay for shares in the company.
It also means that another limited company cannot be formed with the same name, or one that is deemed too similar. You may also find that a limited company creation makes it easier to attract business, as a lot of companies seem to be more willing to deal with a contractor that is a limited company. Obtaining finance for your business may also be helped by this. It would also maintain continuity of a business in the event of selling the business, the death of, or changes to directors.
Unlike a sole trader (someone running a one man business) or a partnership the company will have a separate legal existence. This means it will be the company itself, which owns property and contracts will be signed on behalf of the company. The directors, management and employees of the company can only act as agents. The company will continue to trade regardless of whether the directors or management change. Therefore unlike partnerships, the company is not dissolved on the resignation, bankruptcy or death of a director. The company can only be "killed off" by either winding up, liquidation, or order of the Registrar of Companies or by the Courts.
Another attractive feature is that there is limited liability. This means that the shareholders liability is limited to the value of the shares held by them should things go wrong. The personal assets of the directors cannot be seized to pay off debts. Only property owned by the company can be touched (except in the case of fraud when the directors may be found personally liable for losses if they knowingly incurred debts they knew or should have known the company could not or was unlikely to repay). Registration of a limited company will protect the company name chosen because the name has to first be approved by Companies House who maintains a register of company names against which they can check and ensure that the name chosen is not already used.
- Incorporate a Company for £42.00. UK Company Formation Procedure
The first step in incorporating a UK limited company. You first need to decide on the following: whether the company is to be a private or public company limited by shares, or a private company limited by guarantee. The purpose of the company and its capital requirements. Whether the proposed company name is available and acceptable. The company will also need a registered address within the UK. This address will be where the company keeps official documentation and receives official correspondence. This address will also be where court documents can be served.
The second step in incorporating a company. You will need to complete the following forms:
Statement of first directors, secretary, and registered office (Form 10). The names of the first directors and secretary and intended place of the registered office of the company must be submitted on Form 10. Companies House VERIFIES addresses against the Post Office address database and will reject any that appear incorrect. Additionally, a physical address is required for the delivery of documents and a P.O. Box or DX address cannot be used. This form incorporates a consent to be appointed to be signed by the persons who are to become the first director(s) and secretary. The form must also be signed by the subscriber(s) or an agent acting on their behalf.
Memorandum of Association, including details of the subscriber(s). There must be at least one subscriber to the Memorandum, who must agree to take at least one share in the company. The number of shares which each subscriber has agreed to take is shown against his name in the Memorandum. One witness must also sign against the name of each subscriber. A subscriber to the Memorandum need not necessarily be an individual; it may be a corporate body, in which case someone duly authorised on its behalf signs the Memorandum. The Memorandum for a private company limited by shares must be as nearly as possible in the form contained in Table В of the Companies (Tables A to F) Regulations 1985, SI 1985/805.
Articles of Association, including relevant rights and restrictions on shares of each class (if more than one), and conditions relating to directors. The Articles must also be signed by the subscriber(s) and duly witnessed. If it is proposed to adopt the default articles of association set out in Table A of the Companies (Tables A to F) Regulations 1985, SI 1995/805 then it is not necessary to submit a copy of the Articles. NB: However, that Table A requires the company to have at least two shareholders (and subscribers).
Statutory Declaration (Form 12), which has to be signed in the presence of a Notary Public, Commissioner for Oaths, or Justice of the Peace. A solicitor engaged in the formation of the company, or one of the directors, or the company secretary must swear a statutory declaration of compliance on Form 12. This can be done before most solicitors, without prior appointment, for a fixed fee. Formal approval of the name of the company (if required).
Our e-formation service eliminates the need to complete Forms 288a (to appoint the directors and secretary), making the process of forming a company even easier and quicker. With our new online electronic company formation system, we take you through each step of your company incorporation process as quickly and as simply as possible. Our specialist knowledge and vast experience enable us to provide a fast, efficient, and professional service, and one which a great many businesses have been founded and built upon to date. Once you have completed our online order form and your new limited company is in the processing stage of being registered at Companies House you will receive an order acknowledgement from us by email. Documents we send you via email for the electronic E-Quick Formation Package (£42.00) are: Certificate of Incorporation - in PDF format, Memorandum & Articles of Association, First Minutes of Directors meeting, share certificates, Registers of Members, Directors and Secretaries, Directors Interests, Company charges - in Word format. We have feature-complete solutions with prices designed to put the £££ in your pocket!
What type of company can I register with this system? Our online electronic company formation system will enable you to form a private company limited by shares, a company limited by guarantee, etc. You may form a simple sole member company or alternatively assign multiple directors and shareholders depending on your individual requirements.
How much does it cost to register a company? To register a limited company using our system will cost £42.00. Any company incorporation requires a mandatory fee of £20.00 payable to Companies House this will be paid on your behalf and is included in our fee.
When and how do I pay to use the system? Once you have entered all the required information for your company, you are then required to complete payment. All payments are taken online through our secure servers at Worldpay.
Once I have entered all the information how long will it take to register my company? Generally speaking Companies House will file the documents you submit on our system within 6-8 hours subject to them not containing errors. If Companies House identifies any errors or omissions the documents will be returned and must be adjusted accordingly. If the documents are rejected we will contact you as soon as possible with the reason and ask you to carry out any such amendments. Once they have been updated we will then resubmit the documents to Companies House.
How are the documents signed? The documents created on our system are signed and authenticated by use of a digital signature. Combining three pieces of personal information to produce a 9-digit code creates the digital signature. The completed signature is a personal declaration for Companies House to acknowledge the individual as an officer of the company.
It's a simple process to register your company. All you need to do is use the free availability check to see if your chosen company name is available. If so, then fill out a few details using the online forms, enter your payment details, and submit your application. No documents to sign. We form companies with you as the first directors, secretary and shareholders. Our online order form is a completely web based application, whereby all the company details are entered into our system and submitted electronic through The Companies House Filing Service. How it works. Use our "Name Check" to see if your chosen company name is available. Choose from our selection of company formations: E-Quick, Economy, Premier or Deluxe. Enter your contact and company directors, secretaries and shareholders details using our online order form facility. You are sent immediate confirmation via email of your transaction from WorldPay and ourselves. You will receive your company documents in a short time, typically six hours (*If ordered before 11:00 and Companies House permitting). It's that simple!
- Memorandum of Association
Every company must be run in accordance with its Memorandum of Association which express its purpose and powers showing its external status. The Memorandum and Articles of Association are the constitutional documents of the company. A Memorandum of Association must be submitted to the registrar of Companies BEFORE a company can be incorporated. Most companies also submit Articles of Association for registration at the same time, although certain companies need not do so. During the incorporation process, the Memorandum serves as application form. It determines, among other things, what type of company the incorporators wish to be formed and therefore which provisions of the Act will apply to it. Once a company registered, the Memorandum becomes one of its core constitutional documents.
The Memorandum of Association covers key matters such as the company name, whether the company is a public company or private company, its domicile, its objects and its share capital. Changes to each of these provisions of the Memorandum of Association generally require special procedures and must also be notified to the Companies Registry. The Memorandum of Association provides the company's name and indicates where its registered office will be situated, the extent of members' liability, its public-company status (if appropriate), its authorised share capital, its subscribers and its objectives. The objects clause sets out the reasons for forming the company. It is invariably widely drawn to give the company all the leeway it needs to carry out its business activities. For example, a trust company must be empowered by its objects clause to undertake trust business. Recent legislation attempts to alleviate the need for expansive descriptions of objects by allowing a company merely to state that "it is to carry on business as a general commercial company".
The Memorandum of Association must state: The company's name including the word "Limited" or "Cyfyngedig" (if a Welsh company) if the company is trading for profit. That the registered office is in England and Wales or Scotland. This establishes the company's "domicile" and makes the company subject to British law and to pay British tax. The objects for which the company is formed. This should include a description of the fields in which the company does business and the company's objectives and powers. If the company pursues any other objectives or goes beyond the powers specified it is said to be acting "ultra vires" and such actions will be unlawful and any transaction entered into by the company outside its powers will be void against the company but valid and enforceable against the management. That the liability of shareholders is limited by their shares. The amount of initial nominal or authorised capital and how it is divided into shares. (The amount of the capital invested into the company is divided into shares). The percentage of capital described in cash or assets value is called "issue capital". The unpaid balance is called the "uncalled capital". This is the amount the shareholder's liability will be limited to if the company goes into liquidation. The name of signatories to the Memorandum and that they agree to take out at least one share each. There must be at least two signatories (unless it is intended to trade as a single member company).
If you are a private company (LTD) wishing to become a public limited company (PLC), it should be borne in mind that there is requirements for a public company to have a minimum amount of paid up capital and procedures, including shareholders resolutions, are generally more formal. The changes to the Memorandum of Association cannot be made in breach of other company law rules and there are protections against such changes where they increase the liability of individual shareholders, vary the rights of any class of shareholders or otherwise prejudice minority shareholders.
- Articles of Association
Every company must be run in accordance with its the Articles of Association which govern its internal functioning. The Articles of Association usually contain detailed provisions which govern the conduct of both general meetings and meetings of directors. Some of these provisions may be contained in the Memorandum of Association and this possibility should be born in mind whenever reference is made to the Articles. A company may alter any of its Articles by special resolution unless its Memorandum specifically provides otherwise. Any such change must be notified to the Companies Registry.
A company limited by shares need not submit Articles of Association with the application for registration. However, if it does not register its own Articles, it will be deemed to have adopted a model set of Articles prescribed by the Secretary of State, known as Table A. Companies limited by guarantee and unlimited companies must submit Articles of Association with their application for registration. Articles must be printed, divided into paragraphs numbered consecutively and SIGNED by each subscriber.
- Certificate of Incorporation
If information is filed properly and appropriate fees are paid, the registrar will issue a Certificate of Incorporation. For a public company, a Section 117 certificate will also be issued to indicate that the registrar is satisfied that certain requirements relating to share capital have been met. Ideally, a Certificate of Incorporation will have a so-called Apostille attached to it. An Apostille is a certificate/confirmation issued by a competent authority of the country of incorporation and in this case guarantees the authenticity of the actual Certificate of Incorporation. To have a Certificate of Incorporation Apostilled ensures that it will be recognised as valid outside of the country of incorporation.
- Good Standing Certificate
A "Good Standing Certificate" is supplied by Companies House to confirm that the company mentioned on the Certificate has filed all necessary documents and forms to meet legal disclosure requirements. Companies house will not issue a Good Standing Certificate for any company that is late with filing of its Annual Return or Accounts or that has failed to provide up-to-date information about the company's constitution, ownership, or control. Good Standing Certificates are signed by an officer of Companies House. The certificate shows, at minimum, the company's name and incorporation number. If requested, it can also show the names of the registered directors and shareholders. Good Standing Certificates may be requested by various interested parties, but the most common reason for obtaining one is to satisfy a bank or finance company. Some overseas banks and institutions may demand that Apostille verifies the authenticity of the Good Standing Certificate.
- Permissible Types of Shares
A company's authorised share capital is specified in its Memorandum of Association. It is divided into shares of a fixed amount. Shares of no par value are not allowed. A company NEED NOT issue all its authorized shares, but the authorised amount is the maximum that may be issued. It is possible to increase the authorised share capital with the consent of the shareholders. A company is allowed to have one or more classes of share capital, the most common being ordinary shares and preference shares. Voting and dividend rights on closing depend on provisions in the Articles. Frequently, only the ordinary shares carry voting rights, but provisions in the Articles may confer on different classes of shares greater or lesser voting powers. When a company closes down, preference shares usually receive first priority for repayment of capital, with the ordinary shareholders normally being entitled to any surplus.
- Initial Capital Requirements
Issued share capital is the part of the authorised share capital that has actually been issued to members. Issued shares may be fully or partly paid. A shareholder's liability for the company's debts is limited to the amount unpaid (if any) on the shareholder's shares. Shares may not be issued at a discount in relation to their par value, but they may be issued at a premium. Public companies must have initial share capital of at least £50,000.00.
The consideration given for shares issued must be in the form of money or "money's worth", which includes goodwill and know-how. Public companies are subject to greater restrictions than private companies concerning the type of payment they may accept for shares. At least one-quarter of the shares' par value and the whole of any premium over their par value must be paid up. Provided certain conditions are met, a company may purchase and redeem its own shares. The rules for public companies are again stricter than those for private companies.
- Register of Shareholders
Every company MUST maintain a register of shareholders, recording details of each and the shares they hold. Transfers of shares are not effective until entered in the register. Stamp duty of 0.5% is generally payable on share transfers. Changes are anticipated to the stamp duty rules to reflect the paperless share transfer scheme expected to begin in July 1996. Public companies must also keep a record of shareholders with an interest of 3% or more in the company's voting shares. Those acquiring such an interest of 3% or more must notify the company within two business days.
- Company Directors
All UK private limited companies must have at least one director and one secretary. If there is a sole director he/she CANNOT also be the Secretary. If there is a sole director a particular set of Articles of Association must be applied. Directors are appointed to manage the activities of the company in accordance with the company's Articles of Association and also the law. Generally, in terms of conducting the business of a company and statutory reporting duties there are certain responsibilities required of directors.
Directors are responsible for the management of a company's affairs. They are not subject to any residence or nationality restrictions. A public company must have at least two directors, but a private company need have only one. Unless the Articles specify otherwise, no upper limit is set on the number of directors. A company's stationery must list either all or none of its directors. Unless required by a company's Articles, directors need not be shareholders. Some people are disqualified from acting as directors in an effort to protect companies, their shareholders and third parties from persons deemed unfit to hold office. These include discharged bankrupts and, where a court issues an order, persons convicted of certain Company Law offences and persons guilty of fraudulent trading. A company MUST maintain at its registered office a register of its secretary and directors. This register must be available for public inspection. The company must also keep a register of the directors' interests in its own shares or debentures and those (if any) held in another group company. Directors must notify the company of any changes in their interests. If the shares or the debentures are listed on the London Stock Exchange (LSE), the company must notify the LSE of changes in interests in the company.
Rules governing directors' remuneration are often set forth in the company's Articles. Strict statutory rules govern the disclosure of directors' remuneration in the Annual Accounts. A company is prohibited from lending money or providing credit to a director except in certain narrowly defined circumstances. The Companies Act 1985 also contains provisions intended to ensure that the dealings between a company and its directors and their families are fair and do not confer any undue advantage. Directors of the United Kingdom limited liability companies have considerable duties and responsibilities.
- Company Secretary
Every UK company MUST have a secretary. This person may be a director, although a sole director may not also be the secretary. Directors of a public company must ensure that the secretary is qualified by profession or experience. The secretary is an officer of the company under section 744 of the Companies Act and as such may be criminally liable for defaults committed by the company - e.g. failure to file within allocated time changes in directors' and secretary details and company's Annual Return.
The company secretary of a private limited company does not need specific qualifications, but should be a well organised person as the basic responsibilities are to administer the statutory documents and records of the company. Ensuring that Statutory Forms are filed promptly. These are all available on Companies House Forms. Most common amongst these are those for changes to registered address (Form 287), directors and secretaries or their particulars (Form 288a/b/c/) - within 14 days - and the Annual Report (Form 363). Providing members and auditors with 21 days notice of annual general meeting, and 14 days notice of a meeting other than AGM or to pass a special resolution. Sending copies of special and extraordinary meetings resolutions to the Registrar of Companies. Supplying copy of the accounts to members, debenture holders etc., not less than 21 days prior to the meeting at which the accounts are to be laid. Keeping minutes of board and general meetings. Where a company has a company seal to be RESPONSIBLE for it's custody and use.
- Company Shareholders
Shareholders enjoy the benefit of limited liability, which means their liability is limited to pay to the company the price they agreed to pay for their shares. Shareholders will be responsible for making the following decisions: altering any aspect of the company's constitution for example its name or its business type. Dismissing a director from the board. Appointing a director to the board. Condoning any breach of duty by its directors. Shareholders will also be responsible for authorising directors to make the following decisions: Issuing new shares in the company. Entering into contracts with directors whereby the company will buy from or sell to a director something of a significant value. Awarding service contract of significant duration to individual directors.
A United Kingdom private company is widely recognised as one of the most cost-effective and easily managed corporate entities with which to establish a new business. This is a company where the privately owned or publicly owned shares in the company are held by shareholders (whether private individuals or the general public). The shareholders can include the directors of the company. The liability of the shareholders should the company fail is limited to the value of the shares. There are three types of limited companies. There are two types of private limited company, one limited by shares, and the second limited by guarantee. The type of private limited company generally in use is that limited by shares. The information within this section concentrates on this form of company. A private limited company limited by shares - members' liability is limited to the amount unpaid on shares held by them.
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