What is Companies House?
Companies House is the Registry of Companies in the United Kingdom, and they cover the three jurisdictions of England & Wales, Scotland and Northern Ireland. Each Jurisdiction has its own Registry and Registrar, though all companies can be searched on a central database.
For a company to exist it must first have been registered with Companies House, and once it is registered any change of details must be reported to Companies House, as well as making annual filings of Accounts and the Annual Return (AR01).
Companies House also makes the information filed with them available for the public to search and retrieve.
What is the Certificate of Incorporation?
The Certificate of Incorporation is a document issued to each Company upon registration to evidence that the company is in existence. It includes your company name, company number, Incorporation date and jurisdiction of incorporation. This certificate is usually required by banks when opening a business bank account.
Company Names – what is acceptable and what is not?
Careful consideration should be given to the name you select for your new company as this is the name your customers will know you as, certainly in terms of your invoicing. Our company name search facility will help you find a company name that has not already been registered by performing a live look up with Companies House. Many people are tempted to name their company with something personal, but our advice would be to use something more objective and in line with your business or business strategy. This may prove to be more sensible in the long run as your business grows. Others choose names that reflect the products or services their business supplies so that it is instantly recognizable to new customers. An alternative is to choose a name that reflects your company values, but make sure it still clearly communicates what your business offers so that you don’t miss out on potential customers! Naming rules There are a few requirements that you must consider when choosing your company name, which are laid out by Companies House:
The name cannot be very similar to another name already being used by someone else
It cannot be deemed offensive
It cannot use the words ‘limited’, ‘unlimited’, or ‘public limited company’ anywhere other than at the end of the name.
Full details of these criteria are available on the Legislation.gov.uk website Additionally, you should also be aware of certain words and phrases that Companies House deems as ‘sensitive’. These are words that:
suggest business pre-eminence, a particular status, or a specific function;
imply a connection with a government department, devolved administration or, public authority
cause a criminal offence.
A complete list of these is available from Companies House website. Finally, when choosing your company name, you may also want to consider:
If the name is available as a domain name for your website.
To check if your name has been registered as a trademark
Limited or Ltd ?
The name of any private company limited by shares must include the suffix Limited or LTD.
These mean exactly the same thing and there is no benefit from choosing one over the other.
Directors
Can anyone be a Company Director?
In general terms, yes, but there are some rules. You cannot be a UK Limited company director if:
You have been declared bankrupt or banned from being a company director by a court. (The courts can reverse their ban for one or more companies.)
You are under sixteen.
Does the Director need to be based in the UK?
No
Can the Director be another Corporate Body?
Yes, however if you do so, you will also need to appoint a natural (person) as a director. A corporate body cannot act alone as director.
What is an Officer Service Address?
The Service Address is for any director wishing to keep their residential address confidential, so that it does not show on the public register. Any filing of a director’s details for incorporations now has to include both the director’s usual residential address and, for each directorship, a service address. The service address will be on the public record; the residential address will be protected information. A director may choose to use his residential address as their service address in which case it will be available on the public register. If a director does not wish their usual residential address to show they may purchase our Service Address service(hyperlink)
What is a Nominee Director Service and why would I use it?
You may wish to keep your involvement with a company private and off the public record. If so, then we can provide a professional director to act on your behalf.
We can provide a Nominee, a British individual resident in Mauritius, to act as the Director of your company. The fee includes a Power of Attorney made out to you as the Beneficial Owner of the company, along with Letters of Authority to enable you to carry out the ordinary business of the company. Standard minutes and resolutions will be signed free of charge by the Director, but courier charges may be incurred.
You may wish to keep your involvement with a company private and off the public record. If so, then we can provide a professional director to act on your behalf.
We can provide a Nominee, a British individual resident in Mauritius, to act as the Director of your company. The fee includes a Power of Attorney made out to you as the Beneficial Owner of the company, along with Letters of Authority to enable you to carry out the ordinary business of the company. Standard minutes and resolutions will be signed free of charge by the Director, but courier charges may be incurred.
What are Shareholders and Shares?
Shares are a unit of ownership in a company. Shares can be set at any value and each share that a person owns usually entitles them to an element of control in the company. The higher your proportion of ownership of shares, the more voting rights you have at shareholder meetings. Shares are bough from the company and a dividend may be paid on them.
A Shareholder is a person that owns shares in a company
Can the Director and Shareholder be the same person?
Yes, the Shareholder of a company may also be appointed as the Director.
What is the Registered Office?
All companies registered in the UK are required to have a registered office address in the same country as incorporation. It is the address of a company to which Companies House, HMRC and other official notices, letters and reminders will be sent. The registered office address must always be an effective address for delivering documents to the company, and to avoid delays it is important that all correspondence sent to this address is dealt with promptly. The registered office address cannot be a PO Box alone, though a PO Box number may be used if provided as part of a full address, it must be an address where legal papers can be served. Your registered office address should also be displayed on paperwork and websites.
Does this have to be in the UK?
The Registered Office address must be in the same jurisdiction as incorporation, so a Scottish company must have a Registered Office Address in Scotland, a Northern Ireland Company must have a Registered Office in Northern Ireland and an England & Wales company must be in either England or Wales.
What is our Registered Office Service?
A company’s registered office address is available to view by the public free of charge. If you would prefer to keep your address off the public record, or you would like to give the impression that your business is based in London, why not take advantage of our cost effective Registered Office Service, which includes the forwarding of all official mail to your specified address. Used in conjunction with your trading address, you are able to give the impression of being a multi-location business, which may add a sense of prestige to your company. For UK companies owned by overseas residents it is a legal requirement to have a UK registered address where official government mail can sent.
What is the difference between Trading Address and Registered Office?
Your trading address and Registered Office address do not need to be the same. Whilst every UK Limited Company must have a registered office in the UK, these companies can trade from anywhere in the world.
The Process
How long does it take ?
We use the Electronic Filing facilities at Companies House. This means that when you place an order on our website, within minutes your company is reviewed and released to Companies House for processing. The Registrar of Companies generally completes the incorporation within 3 working hours, however this is always subject to Companies House workloads. We can guarantee a Same Day service by taking advantage of a Companies House express service (additional Government fees apply). Inorder to provide this guaranteed same day service, we and Companies House have the facility to identify, prioritise and process these types of incorporation applications before standard submissions. Effectively your order jumps the processing queue and is given urgent attention by both us and Companies House in order to ensure they are set-up by the close of business on the day submitted. Please note that In order to do so, the incorporation must be submitted to us by no later than 2.00pm
What details do I need ?
You will need the following information at hand to complete your formation:
Registered Office Address This address will be used for statutory mail from Companies House and HM Revenue & Customs. Your registered office is required to be in England & Wales, Scotland or Northern Ireland. Note –this cannot be a PO Box.
Director Details
Full Name
Date of Birth (Must be 16 years or older)
Nationality
Business Occupation
Country of Residence
Residential Address
Service Address
Three from the following Seven Security Details (these act as an online signature)
First three letters of Town of birth
Last three digits of Telephone number
First three letters of Eye colour
First three letters of Mother’s Maiden Name
First three letters of Father’s forename
Last three characters of National Insurance number
Last three characters of Passport Number
Shareholder Details
Full Name
Address where they may be contacted
Number of Shares
Value Per Share
Three from the following Seven Security Details (these act as an online signature)
First three letters of Town of birth
Last three digits of Telephone number
First three letters of Eye colour
First three letters of Mother’s Maiden Name
First three letters of Father’s forename
Last three characters of National Insurance number
Last three characters of Passport Number
Secretary Details (Not Compulsory)
Full Name
Address where they may be contacted
Three from the Following Seven Security Details (these act as an online signature)
First three letters of Town of birth
Last three digits of Telephone number
First three letters of Eye colour
First three letters of Mother’s Maiden Name
First three letters of Father’s forename
Last three characters of National Insurance number
Last three characters of Passport Number
What will I receive and when?
With all of our packs, you will receive electronic copies of the following documents, via email, immediately upon Companies House confirming successful registration.
Certificate of Incorporation
Memorandum and Articles of Association
Share Certificates for all shareholders
If any hard copy documents / items were requested at the time your order was placed, these will be sent via Royal Mail 1st Class post.
Same Day Service – what does this mean?
Want to guarantee that your company is incorporated today? Is it imperative that your company’s incorporation date is today? Although we, like many company formation agents, advertise company incorporations within a few hours, timeframes to incorporate are always dependent on Companies House workloads. We can guarantee a Same Day service by taking advantage of a Companies House express service (additional Government fees apply). In order to provide this guaranteed same day service, we and Companies House have the facility to identify, prioritise and process these types of incorporation applications before standard submissions. Effectively your order jumps the processing queue and is given urgent attention by both us and Companies House in order to ensure they are set-up by the close of business on the day submitted. Please note that In order to do so, the incorporation must be submitted to us by no later than 2.00pm, Post Incorporation Matters
Can I change my mind on the name?
Once you submit your application to us it will usually be released to Companies House very quickly, and once it has been submitted we cannot change the application. So if you change your mind please let us know as soon as possible so that we may amend your order.
You are free, however, to change your company name at any point by Special Resolution, though Companies House fees will apply. We can assist you with the paperwork if you need any help, and you can find details of this on our Post Incorporation Services page.
Can I change my Registered Office address?
Yes. In order to change the Registered Office Address you should record the director’s decision in the company’s minute book and then notify Companies House on form AD01.
Can I change / add Directors
Yes, under our standard Articles the existing directors may add additional directors to the company. To do this the director’s decision to add a new director should be noted in the minute book and the statutory registers, and form AP01 (for a natural person) or form AP02 (for a corporate entity) should be filed with Companies House.
If a director wishes to leave they should submit a letter of resignation to the company, which the remaining directors should then accept. Note the resignation in the minute book and the statutory registers and file form TM01 with Companies House.
Can I change / add Shareholders
A share is a person’s property, so a shareholder cannot simply be removed, but their shares can be transferred from one person to another in accordance with the Company’s Articles of Association.
To transfer shares, the Transferor (the person selling their shares) should complete a Stock Transfer Form in favour of the Transferee (the person buying the share) and give this to the Transferee, together with their share certificate, in exchange for the consideration (payment) for the shares.
The Transferee should then present the Stock Transfer Form and the Share Certificate to th Company.
The directors would then approve or refuse the transfer, and either update the statutory books and issue a new certificate, or give a reason for their refusal.
If you would like any assistance with the paperwork for a transfer of shares then please visit our Post Incorporation Services Page.
There are also methods for cancelling shares, or for a company to Purchase its Own shares. Again further information on these is available on our Post Incorporation Services Page.
What is an Annual Return
The Annual Return is a Companies House form (AR01) that must be filed with Companies House within 28 days of the anniversary of the Company’s incorporation each year.
It is a snapshot of the Company’s details as at the Annual Return date, showing details of the Directors, Secretary, Shareholders, Registered Office Address, Business Activities etc. this is all non-financial information.
The Annual Return carries a filing fee of £14 and if not filed after three months of the deadline Companies House will begin proceedings to remove your company from the register.
What are Annual Accounts?
Each year you are also required to file Annual Accounts with Companies House, regardless of whether you are trading or not. For most Companies this will just be a balance sheet, a page detailing the company’s assets and liabilities, and showing where the company’s capital has come from.
Larger companies will need to file full accounts, including a Profit and Loss account.