UK Limited Company Legislation
UK Companies have been governed by three important bodies of legislation — the UK Companies Act 1985, the UK Companies Act 2006 and the Corporation Tax Act 2010. The main aims of the UK Companies Act 1985 were to regulate the registration, responsibilities and membership of the UK Company, and consolidate other bodies of legislation under which UK companies were administered. The Companies Act 1985 was repealed by the Companies Act 2006 which sought to improve company law and rewrite significant pieces of legislation relating to UK company law.
UK Limited Company Incorporation
UK incorporation is initiated by one or more persons who subscribe their names to the memorandum of association of a UK limited company.
To register UK companies the memorandum of association and an application for registration must be submitted to the Registrar of companies. Applications for UK companies whose registered offices are located in England and Wales are submitted to the registrar of companies of England and Wales.
You are required to maintain a registered office in the UK and must appoint a UK resident as the registered agent. We provide these UK offshore services.
A UK company name must end with a word, phrase or abbreviation which indicates Limited Liability, for example, 'limited' or 'ltd'.
UK Limited Company Formation Structure
- Minimum capital requirements and restrictions on the movement of capital have not been imposed on UK companies for formation purposes
- No capital duty is imposed on capital invested or increased during the UK company formation process
- UK company incorporation and maintenance fees are lower than those of other EU states
- UK companies take on a separate legal personality from their owners
- Limited liability UK companies for international business isolate company assets from those of shareholders
- The 'UK Companies House Register of Shareholder, Secretary, Members and Directors' is available to the public. For privacy purposes, a UK ltd. company may appoint a nominee director, shareholder and secretary during or after company incorporation.
UK Limited Company Shares
- The minimum share capital upon UK company formation is set at £1 (however a share capital of £1,000 is recommended)
- UK company shares may be issued in a variety of forms and classifications
- Upon company formation UK companies are to issue a statement of initial shareholdings indicating the total number of shares subscriptions, classes of shares, rights attached to shares and the aggregate nominal value of shares
UK Company Shareholders, Directors and Officers
- Only one director is required for UK company incorporation
- Both natural and legal persons can be directors of UK companies
- Nominee shareholders and directors are allowed and we can provide this service
- UK companies do not have to appoint a secretary but one is highly recommended
- Directors who also hold shares may opt to be paid from company dividends
- Shareholders and directors may be of any nationality and residents of any country
Meetings of Shareholders and Directors or UK Company
- UK company members are required to hold meetings periodically as well as an AGM
- Minutes of all director meetings of UK companies must be recorded
- All such minutes of a UK company are to be kept for no less than 10 years from the date of the meeting
- No restrictions have been placed on the location at which UK company meetings may take place
UK Limited Company Taxation & Fees
- Dividends paid out by UK Companies to overseas resident are exempted from withholding tax
- Double taxation treaties with over 100 countries allow for UK limited companies to do business internationally under preferential terms
- Income earned in the UK is subject to UK tax
- UK ltd. companies whose turnover fall into the Group of less than £6.5million and Gross assets of the Group less than £3.26million are not required to submit audited accounts
- UK companies with annual profits below £300,000 and above £300,000 are subject to corporation tax rates of 20% and 24% respectively
- A lowered tax rate is expected by April 2014 following measures to decrease corporate tax by 1% for a two year period
- A completed tax return must be delivered to the Inspector by the end of the filing period; that is, within 12 months following the end of the UK Company's accounting period. Late submissions are subject to penalty fees.
- Personal Income Tax: UK company directors, partners of UK Partnerships that do business in the UK, and non-resident landlords must submit a complete Self-Assessment for income tax purposes
- HM Revenue & Customs must be notified of new UK company formations, and a standard enquiry form for active and dormant companies must be completed and submitted
- VAT registration is obligatory for UK ltd. companies with a turnover of over £77,000
UK Company Books and Records
- UK companies must submit accounts along with annual returns
- Abbreviated accounts can be prepared for small companies
The name of a UK limited company must end with a word, phrase or abbreviation which indicates Limited Liability, for example, 'limited' or 'ltd'.
Approval is needed from the Secretary of State before using any UK company name that may suggest association with 'Her Majesty's Government', 'Her Majesty's Government in Northern Ireland', a 'local authority' or 'public authority', or any 'part of the Scottish administration'.
The use of any UK company name containing a word or expression deemed to be sensitive must first be authorized by the Secretary of State.
You do not have to come to the UK to register your company in what is one of the best places to incorporate. With your instructions, we will do it all for you.
Incorporate in UK! Incorporate Your Wealth!
The delivery time required for the UK ltd. company documents vary depending on their final destination. FedEx will deliver to the US in two working days and Australia, four working days.