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.
Why use us rather than Companies House directly?
There are several reasons to use us rather than going directly to Companies House.
Firstly, we are cheaper. Companies House offers incorporation services to ‘software filers’ (companies like AllCompanyFormation) for less than they charge the general public, allowing us to beat them on price.
Secondly, we provide a more comprehensive company constitution. When you form a company directly with Companies House they only allow you to use the Model Articles (a constitution set under Statutory Instrument No. 3229 in 2008) without modification. This constitution may not be suitable in all circumstances, however, and does not include the authority for some common practices, such as:
The Model Articles do not allow a director to appoint an alternate to attend meetings and vote in his absence.
The Model Articles prevent a director that is ‘interested’ in a contract with the company from participating in the meeting at which the contract is discussed for quorum or voting purposes, except in very limited circumstances. They are more restrictive than the provisions of the Companies Act 2006 itself.
The Model Articles only provide for a company to issue fully-paid shares, not nil paid or partly paid shares.
The Model Articles assume that a company will only have one class of shares: they therefore do not include any authority for directors to allot shares. If you wish now or in the future for the company to have more than one class of shares (useful for tax efficiency), you will need to grant express authority for the directors to allot shares.
We, however, have commissioned a more comprehensive set of Articles that improve the regulations on all of the above, and we also offer options for enhancing your articles further, tailoring them to your specific needs.
Finally, we are able to offer a host of other services to help you fulfil your statutory obligations, which Companies House would instruct you to do, but offer no practical assistance in achieving.
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.
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?
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.
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.