General information

Company structure

• ▪ Only one shareholder (can also be a legal person, no nationality restriction)
• ▪ According to the Companies Act every company must have at least one Director physical person of any nationality

N.B. 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.

Confidentiality

• ▪ Beneficial owners’ details – disclosed to the authorities
• ▪ Shareholders’ details – are part of the public record, if you wish to avoid it then please request a nominee service
• ▪ Directors’ details – are part of the public record, if you wish to avoid it then please request a nominee service

Taxation

Corporation tax is paid by limited companies on their profits. Corporation Tax is a tax on your company’s taxable profits.

Corporation Tax Rates:

• ▪ Profits £300,000 or less (‘small profits’ rate) – 20% – from Apri 1, 2011, 2012, 2013
• ▪ Profits above £300,000 (‘main’ rate) – 26% from April 1, 2011; 24% – from April 1, 2012; 23% – from April 1, 2013

Other benefits

• ▪ There are no restrictions on form of meeting for partners and no restriction for place of meeting.

Accounting requirements

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 members, 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 the Companies House. Small companies can prepare abbreviated accounts, and exemption from audit can be claimed.

Secretary

Not Required

Registered Agent

Not Required

Registered office

Required

Company name

• ▪ Language: Any
• ▪ Letters: From Roman alphabet
• ▪ Company name must end with: Limited or Ltd
• ▪ Restricted Names: 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)
• ▪ Names Requiring Consent or a Licence: assurance, bank, benevolent, building society, Chamber of Commerce, fund management, insurance, investment fund, loans, municipal, reinsurance, savings, trust, trustees, university

N.B.

• ▪ The initials GB or UK do not require approval.
• ▪ ’European’ – will not be approved if they imply unjustifiable connection with EU. ‘International’ – as prefix major activity must be overseas trading, as suffix, company activity must be in 2 or more overseas countries or any other words deemed sensitive or offensive.
• ▪ Restricted connections for company name: name of state, national or local government.
• ▪ Any name that implies illegal activity or implies royal or government patronage is restricted.
• ▪ Registrar may reject any name which it considers undesirable or contrary to the public interest.
  
• ▪ Company name is restricted to be identical or similar that of an existing company.
• ▪ In case when foreign language is used for company name the translation to English may be asked by Registrar to ensure conformity to above listed restrictions.

Incorporation

• ▪ Name check and approval
• ▪ Filling the incorporation documents with Companies House
• ▪ A standard set of original corporate documents
• ▪ Payment of the Government Fee
• ▪ Provision of registered office and registered address for one year

Please provide us with the following documents and data:

 Incorporation

• ▪ A notarized copy of valid passport (of each Shareholder, Director, Beneficial Owner, Authorized Signatory)
• ▪ A copy of proof of residential address (ex. utility bill of each Shareholder, Director, Beneficial Owner, Authorized Signatory that is not older than 3 months) in English
• ▪ Optional: A notarized copy of Bank reference (of each Shareholder, Director, Beneficial Owner, Authorized Signatory)
• ▪ Optional: CV (of each Director and Shareholder)

N.B.

• ▪ If Shareholders and/or directors are legal persons, then it is required to submit full set of apostilled company documents and if company is operating more than 1 year it is required to submit certificate of Good Standing.
• ▪ If documents are not in English language or language of particular country, then they must be accompanied by a notarized translation.

 Capital

• ▪ Amount of paid up capital

 Company name

• ▪ Three company names in order of preference