FREQUENTLY ASKED QUESTIONS - FAQ

 

Why use Companies Office?
Why use Companies Office now?
Why use Companies Office in the future?

 

Making your application
What do I need to Form a Limited Company?
How does the Companies Office formation service work?
What is efiling ?
What is Form 288a ?
Can you guide me through completing Form 288a?
Can I complete Form 288a and fax it back?

Application times
How long will it take to form my company?
If I apply today will my company be formed the same day?
How do I check the progress of my Company Formation?
Can the process be speeded up? (Same Day formation)
What must I do to achieve Same Day formation?
Is extra information required for a Same Day formation?
Does speed matter?

 

ltd.uk domain names
How do I register my .ltd.uk domain name?

Documents
What are The Memorandum and Articles of Association?
What is Table A?
Do I need a Company seal?
Where do I keep the Company registers?

Your Company Address
What is a "Registered office?
Can I have a registered office outside the UK?
Is it important where my company will be formed?

Choosing a name
What rules apply to company names?
Will Companies Office check that my choice of company name is acceptable?
What are "Sensitive" words?
Do I have to take account of other companies' Trademarks?

Trading
Will my company's trading activity be restricted?

Shares
What does "authorised share capital" mean?
Does the initial number of authorised shares matter?
Do the first shares issued belong to me?

Directors & Secretary
What are the roles of the directors and secretary?
If I am the sole director can I also be the secretary?

Stationary
What details will I have to include on my company stationery?

About Limited Companies
Introduction to Limited Companies
What are the advantages of a limited company?
What are the disadvantages of a limited company?

 

 

Why use Companies Office?

Why use Companies Office?
We are a professional ethical company who believes in providing the best possible service to our customers. We provide not only a Company Formation Service, but a complete one stop service, supported by a team of professionals specialising in Registered Office, Company Secretarial Service, Company Law, Taxation, Auditing, Company Searches and Business funding. We shall save you time, effort and money also.

 

No faxes or phone calls
From company name searches to ordering your company essentials.

 

Any time of day - Our "Applications Department" never closes!

 

Faster Applications - Companies House has taken a lead in accepting totally paperless application for new company formations. We are one of few companies who have developed the software to use this service.

 

Free Company Name search - Available 24hrs a day and 7 days a week (except during updates and maintenance.)

 

You don't pay other people to fill out the same forms - Here is a service that doesn't need any middleman to complete your application. Our web-site provides all the necessary help and advice at each step of your application.

 

Reliability - We have selected a number of professional companies and one of our supporting partners are one of the oldest and most trusted Company Registrars. We can provide you a very reliable, efficient and fully online registration service.

Most companies are formed within 24 hours.

 

Same Day Formations are available - On a working day, if you apply before 10.00 GMT and choose the option SAME DAY FORMATION, we can form your company on the same day and despatch your official papers the next morning.

 

Fast Delivery - Company documents can be delivered by next day courier delivery service as an option.

 

Office Address Service - UK customers, if you are just starting your new business from home, but you do not want your home address in Public Records of Companies House, we can provide you our address at a nominal annual fee.

 

Non UK businesses who do not have an address in the UK, We can provide you a Registered Office address and Company Secretary service to comply with the legal requirements of your company.

 

Offshore and International Companies - Our partners have several offshore offices and are best placed to provide you this service. Please ask.

 

Other Company Services:

Opening Business Bank Accounts,
VAT Registration, Merchant Services,
Accounts and Auditing, Company Searches,
Credit Reports, Debit Collection

Please ask

Business Finance, Leasing, factoring and more
Domain Registration Please click HERE

 

WE ARE CONTINOUSLY STRIVING TO PROVIDE YOU THE BEST SERVICE

Your comments and suggestions are always welcome.

 

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Making your application

What do I need to form a Limited Company?

Only three things:

1. Company Name
2. a UK Registered Office Address
3. Payment (Credit/Debit Card)

• You do not need to a UK resident to register a company in UK
• UK is one of the very few countries that allows this facility.

Name
The first thing you need is a company name. You can find out whether the name you wish to use is currently available by searching Companies House database (see also our other FAQs on choosing a name).

 

Registered Office address
In order to form a UK limited company you must have a registered address in the United Kingdom. In short this is the official UK address for your business. It is not necessary to trade at this address, but certain official documentation must be kept here in case it is required for inspection. Companies House will use this address for correspondence - if you are not based at this address make sure you always have access to any post. If you do not have an address within UK we can provide this service for you.

 

Payment
Once you have completed your application online, just pay for the service with a credit/debit card. We accept all major cards. We use SSL transaction software that ensures no outsider can access the payment information you provide. UK customers may also send a cheque or make a Bank transfer. Obviously, it will delay the processing your order.

 

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How does the Companies Office formation service work?
Many companies still use the paper root of applying for your company using their own nominees as first officers (director and secretary). They will ask you to complete Form 288a and send by post. The whole process can take more than a week.

Whereas on our site, you can complete your application online, it is processed and efiled at Companies House without delay. Companies House takes an average of 24 hours to complete the formation. If we receive company certificate by 3 pm on any working day, we print, bind your documents and send by the courier for next day delivery.

 

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What is efiling ?
Companies House has taken a lead in accepting totally paperless application for new company ations. We are one of few companies who has developed the software to use this service.

To submit an application on line, all you need is to answer 3 of the 9 questions below. We suggest our customer, to choose the questions those are in the public knowledge.

 

Our recommended questions to asnwer are in bold		Examples
01	The first 3 letters of the name of the town of birth;	Luton = LUT
02	Discountinued by Companies House
03	The last 3 digits of their telephone number;	234 5678 = 678
04	Discountinued by Companies House
05	The last 3 characters of their National Insurance number	WA1234 45A = 45A
06	The last 3 digits of their Passport Number	12345678 = 678
07	The first 3 letters of their mother's maiden name	Littlejones = LIT
08	The first 3 letters of their eye colour	Brown = BRO
09	The first 3 letters of their father's first forename	Michael = MIC

 

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What is Forms 288a ?
These is the form issued by Companies House, to be used to appoint the new director(s) and secretary of your company that had to be printed and signed and send by post to us. Since we use efiling system, you do not need this form anymore.

 

 

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Application Times

 

How long will it take to form my company?
With our efiling system, your company will be registered with Companies House within 24 to 48 hours after your application. However, if you want a premium service that registers your company within 24 hours you can choose the SAME DAY formation option that incurs an additional fee of £120.

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If I apply today will my company be formed the same day?

All applications received before 10am GMT on working days are processed sent elctronically to Companies House the same day. They join the queue in Companies House for processing. Processing can take up to 48 hours for electronic applications, 5-7 days for paper applications. You can however rush your application through by requesting a Same Day Formation Service - simply select this option when making your online application.

 

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How do I check the progress of my Company Formation?
As soon as your company is formed at Companies House, within few seconds, we receive the company certificate electronically from the Companies House. Our system immediately generates an email to you confirming the formation with the company number. If we received before 3pm on any working day, we print and send all the documents to your by courier.

 

One way is to check by visiting our web site and making a search on your chosen name. Once your company is formed it will be included in the list of registered companies. If you need to contact us please email support@companiesoffice.com

 

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Can the process be speeded up? (Same Day formation)
Yes. If you are in a hurry, and you apply on our site before 10 am, we shall process your application asap and can be at Companies House in time for same day formation.

 

Companies House to incorporate your company on the same day it must:

 

• That the name must not include any sensitive words.
  (see What rules apply to company names? and What are Sensitive words?)
• We must receive your application before 10 am and your additonal information for efiling information about the secretary and the director/s by 10.30 am on a working day, so that your applicaiton is lodged in time.
• You must may the additional premium required by the companies House.

For more information please call our helpline at 08451 30 40 92. or email us at support@companiesoffice.com - we will respond immediately.

 

 

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Does speed matter?
Speed does matter to some clients, and that is what made us create Companies Office. We implemented a process which is faster - and it is more efficient.
We reduce your effort and ours. We save time and we save you time.

In March 2000, we needed to set up a new company 'Enames Limited'. It was available on the day we telephoned a company registrar in London.
We completed the necessary forms and posted them off to London with our cheque. Next day the registrar sent it to Companies House. It took three - four days. In the meantime the name was registered by some one else.
We thought in this age of digital communication, there must be a way to cut-short this paper trail and save time. After a long search we found one of the oldest and trusted company registrars and signed an agreement to provide a gateway to their service directly to the public. So as a result we created this website!

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.ltd.uk domains

 

How do I register my .ltd.uk domain name?
To register an .ltd.uk domain names we need your new company number. As soon as we receive your Company Number issued by Companies House.. Next we apply for your name through Nominet (UK domain name authority). It checks manually to see if your Company Name and your .ltd.uk domain name match their rules. This normally takes about 24 hours. Your name is then set up and email forwarding will start to work within 48 hours. The total gestation period is therefore about 3 days. If you need to contact us please email support@companiesoffice.com

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Documents

 

What are The Memorandum and Articles of Association?
The Memorandum sets out matters of interest to outsiders, such as what your company was set up to do, the jurisdiction in which it will be registered and the amount of its share capital. The Articles regulate how the company is run - matters like issuing shares and how they are transferred, which decisions are made by shareholders rather than directors and how directors' meetings should be called and run. The Articles of Association are usually, by default, constituted mostly of regulations set out in a standardised document called Table A, followed by a record of what parts of Table A do and do not apply and any customisation, including additional regulations to suit the needs of your shareholders.

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What is Table A?
In your Articles of Association you will see references to "Table A". Table A contains standardised regulations that may or may not be modified to apply as the default Articles of Association of your company, and even the largest companies, unless of course the shareholders decide otherwise. Many Table A provisions are inappropriate to smaller or start up companies, so your Articles of Association make a series of amendments to Table A [For your convenience we bind a copy of Table A into your Articles.]

 

 

How do I go about making changes to the Memorandum and Articles of Association?
Once your company is incorporated you can only make changes to its Memorandum and Articles (for example, to include special provisions about what happens on transfer of shares) if the holders of 75% of the voting rights in your company agree. So if there are two of you with 50% of the shares each, you cannot make changes unless you both agree. So it is important to make sure you agree what you want at the outset.

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Do I need a Company seal?
Most companies have a company seal that they use on important documents like contracts, share certificates and mortgages etc. However, since 1989, a company seal is not mandatory.

 

We have created a compliance package that includes a company seal. You may order one specifically.

 

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Where do I keep the Company register?
Every company must keep a register that must be kept at the Registered Office of the company. We provide you a Company Register at the time of incorporation as part of the package. Legally any member of the public can inspect this register by making a appointment. Register must be updated regularly with upto date information on shareholders and directors,

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Your Company Address

What is a "Registered office ?
The registered office is the company's official address. This is where government bodies like Companies House will send official correspondence and it is also where court documents must be served. So it is vital that correspondence arriving at the registered office will come to the attention of the directors very quickly. The company does not need to carry on any trading activity from its registered office, so it can be an accommodation address. Your accountant may agree to act as your registered office. However, it cannot be a PO Box number.

If you plan to use your home address as the Registered Office you must be careful. There may be legal constraints. These could include (amongst others) -

Restrictive covenants in the title to your home

Restrictions on business use in your mortgage

Planning restrictions

Your capital gains tax position if your home is being used partly for business purposes

Your liability to local taxation

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Can I have a registered office outside the UK?
No. You may have offices outside the UK, but the registered office for any UK limited company must be in the UK. This is a legal and administrative requirement. A correct copy of some documents must also, by law, remain at the Registered Office address. All correspondence from Companies House will be posted to this address. If your existing offices do not include a UK address then Companies Office can offer you one of their addresses (i.e. for correspondence only). Simply select one of the choices available during your application.

 

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Is it important where my company will be formed?
Yes. With Companies Office you can form a company in either England & Wales or in Scotland. For company formation purposes these are two separate jurisdictions and each has its own Companies Registry. There are differences between the laws of the two jurisdictions, but the rules for company formation are the same.

A company registered in England & Wales must have its registered office address in England or Wales and a Scottish company must have its registered office in Scotland. Each can trade freely in the other jurisdiction (and have trading addresses there) but its registered office must always stay in the jurisdiction in which it was originally registered.

When you complete the postcode section in the section "Proposed Registered Office" the correct jurisdiction will automatically be selected.

 

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Choosing a name

What rules apply to company names?
Your name can be very important to your business - it can become a valuable asset in your balance sheet - so it is important you choose a name that does not create any legal problems for you.

 

The Registrar's powers
Your name must end in "Limited" and that word must not appear elsewhere in the name. The name must not be offensive or imply criminal activity.

 

The Registrar of Companies will refuse to register your proposed company name if it is identical to that of an existing company. The Registrar ignores some words when considering whether names are identical e.g. "Smith & Co Limited" is treated as identical to "Smith Limited". The Companies Office name-checking facility will tell you if your name is available or not, taking these rules into account.

 

The Registrar of Companies cannot refuse to register your company name on grounds it is similar to that of an existing company. However, once your company name is registered another limited company can object because it thinks your name is "too like" its own. The Registrar of Companies will consider the objection and, if he agrees, you can be ordered to change your company's name. The Registrar also has his own powers to order you to change your name. Particularly, he has said he will do this if your name is different from an existing name only because it uses a symbol rather than a word - such as "@" rather than "at" or "+" rather than "plus". He may also do this if your name is exactly the same as an existing company name except for the words ".co.uk" or ".com".

 

In either event, an order can be made for up to 12 months after your name is registered.

 

It is prudent to check the Companies Index for similar names to your proposed name before you ask the Registrar of Companies to register it.

 

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Will Companies Office check that my choice of company name is acceptable?
No. The Companies Office search is only able to alert you to names already registered that are identical to your choice of name, and where there are precise rules, for example sensitive words. Since there are so many variables that can affect whether the Registrar will consider one name is "too like" another, you must use your own judgement when searching for similar names. The Companies Office name-checking facility will not alert you to existing companies that might object to your name on grounds it is too similar to their own. The final decision is yours. Be extra careful if your name includes a symbol.

 

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What are "Sensitive" words?
There are some words that you cannot use in your company name without permission. These are often called "sensitive" words. Sometimes you need the permission of the Registrar of Companies. Sometimes you need the permission of a third party. The Companies Office name-checking facility will alert you if you choose a name with a sensitive word in it.

[Once your name is registered you can monitor the register for newly registered names that are similar to your own, so that you can make your own objections.]

 

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Do I have to take account of other companies' Trade marks?
Yes. Your name could also infringe a registered trade mark if it is the same as or too like that mark. You can do a quick check for identical marks yourself on www.patent.gov.uk/. Checking for similar marks is a highly skilled task that should be carried out by experienced, qualified staff.

 

You may also want to check whether your own name is sufficiently distinctive to be registrable as a mark in the future.

 

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Trading

 

Will my company's trading activity be restricted?
No, unless you make your own restrictions later and providing your activity is not illegal.

 

The law says your company must set out its trading activities in its constitution. These are sometimes called the company's "objects". Before the Companies Act 1989, companies used to set their activities out at length. However, the 1989 Act allows a modern company simply to say it is a "general commercial company". This means it can carry on any trade or business and also do anything incidental or conducive to carrying on a trade or business, providing it is legal. Your company will therefore be formed with a "general commercial company" clause in its constitution. It is possible to change this later - please use the services of a professional advisor.

 

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Shares

 

What does "authorised share capital" mean?
Every company must state its initial authorised capital in its Memorandum. The authorised capital (sometimes called the "nominal capital") is the stock of shares the company has available to issue to raise funds. This only includes shares available to be issued at a later time. The initial authorised share capital should be sufficient (together with any money it will borrow) to enable your company to issue enough shares to raise the funds it needs to meet its initial requirements for working capital.

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Does the initial number of authorised shares matter?
The company may be incorporated with an authorised share capital that is greater than the amount it needs as initial working capital. After satisfying that need it will therefore have a number of unissued shares that the directors can keep in reserve for some future share issue. This may be appropriate if you know your company will want to issue more shares in the future - for example, to employees.

 

If you do not form the company with enough unissued shares to deal with a future issue then the directors will have to ask their shareholders to agree to create more shares i.e. increase the authorised share capital when the need to issue those shares arises.

 

The usual authorised share capital of a newly formed company is £1,000 and we will assume you want this unless you tell us otherwise. This is usually divided into 1,000 shares of £1 each and we will therefore assume you want £1 shares unless you tell us otherwise.

 

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Do the first shares issued belong to me?
Initially, for the purposes of incorporating your company, our nominee shareholder will take one share. He will then transfer it to your nominated new shareholder (which may be you) when we transfer your company to you generally, using a share transfer form. This will be supplied (together with instructions about how to complete and register the transfer in your company registers) with the post incorporation documentation we send you once the company has been formed. If you want you can then issue more shares at your first board meeting.

 

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Directors & Secretary

 

What are the roles of the directors and secretary?
A private company must have at least one director and one secretary. These are two very different roles. Directors manage the business of the company and carry responsibility if things go wrong. They are subject to a number of onerous legal duties and responsibilities. For example, they must always act in their company's best interests even if these conflict with their own interests. In extreme cases they can be prosecuted or made personally liable for their company's debts.

The secretary is responsible only for record-keeping as set out in the companies' legislation. This includes keeping the registers (e.g. the register of directors) and the company's record at Companies House up to date and making sure minutes are kept of director and shareholder meetings.

 

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If I am the sole director can I also be the secretary?
No. If there is only one director he or she cannot also be the secretary. However, if there are two, one can be secretary as well.

 

There are no qualification requirements for either directors or secretaries. They can be individuals or another company. They do not need to be UK resident.

 

In the terms of digital signature, It is the responsiblity of the applicant that all persons give him/her their authority to act as company officers.

 

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Stationary

 

What details will I have to include on my company stationery?

Your letterheading must set out -

Your company name, exactly as registered at Companies House

The registered office address

The jurisdiction in which the company is registered (England & Wales or Scotland)

The company number allocated by Companies House (on your Certificate of Incorporation)
If you are registered for VAT then your VAT number should also appear.

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About Limited Companies

 

Introduction to Limited Companies

Most businesses in the United Kingdom are either owned by a sole trader, by individuals trading together as a partnership or by a limited 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.

 

The following text has been supplied by Companies House and is an outline description of a limited company, for further information please contact www.companieshouse.gov.uk.

 

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What are the advantages of a limited company?

The shareholders of a limited company are its owners (also called Members). The company's profits, losses, assets and liabilities belong to the company which is in turn owned by its shareholders. Shareholders decide matters such as the activities it can and cannot carry on, its name and its share capital. Each shareholder must agree to pay a sum to the company for the shares issued to him or her by the company, at the time of issue. No shareholder can ever be asked to pay any more for those shares, even if things go wrong and the company ends up owing more than it can pay. In legal terms the shareholders of a company have limited liability for their company's debts. By contrast, sole traders or partners in a partnership have unlimited liability for the debts of businesses they own and can end up losing everything. For partners, this liability is joint and several which means that one partner can end up paying all of their business's debts simply because the others cannot afford to or cannot be found.

 

Due to the fact that a limited company is a legal entity of its own the company can continue to trade despite of resignation or death, and can be passed on to new directorship without any effect on the business itself.

 

Shareholders can invest in a company without having to be involved in its management. This can be useful - shares can be issued to employees, family members who are not otherwise involved with the company or outside investors (if you want to do this, you should always think about taking professional advice). It also means it is often easier to arrange for a business to pass to the next generation or to your chosen successors, or for it to be sold to a third party, if it is owned by a limited company rather than by a sole trader or a partnership.

 

- to directors

The shareholders delegate responsibility for the day to day management of the company's business to the directors. Directors have many duties and responsibilities e.g. to manage the company's business in its best interests, even if those conflict with the directors' personal interests. But the directors have no liability for their company's debts either, provided they have not breached their duties by mismanaging the company's affairs.

Shareholders and directors can be the same people, but do not have to be.

- to employees

Most employees of a company will qualify for statutory benefits like sick pay from the company.

 

Trading advantages
A limited company often carries more kudos with customers, suppliers and potential employees. You may find "Limited" is a magic word that opens doors for you!
Registering a company at Companies House publicises the fact you value the company's name and can discourage others from using it or a similar name. Registering a domain name has a similar effect.
Financial advantages

Companies can create mortgages (called "floating charges") over items like trading stock whereas sole traders and partnerships cannot. This means limited companies can often borrow money more easily.

There can be greater benefits in setting up a pension scheme through a limited company than as a sole trader or partnership.

 

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What are the disadvantages of a limited company?
Administrative tasks
A limited company must be registered at Companies House and this means paperwork and formalities. THIS SITE IS DESIGNED TO MAKE THE FORMALITIES OF FORMATION AS SIMPLE AND AS EASY FOR YOU AS POSSIBLE.

Once registered, a company is subject to continuing filing requirements. For example, a company must file annual accounts at Companies House every year, and tell them every time there is a change in directors or new shares are issued. To find out more go to www.companieshouse.gov.uk for free Guidance Booklets in these areas.

Companies must also keep certain registers, such as the Register of Members (another word for shareholders) and the Register of Directors.

All the information your company files at Companies House, and in the company's Registers, is open to public inspection, although there are search or inspection fees. For example, anyone can look at the company's accounts or check the identities of its shareholders.

Financial
Shareholders and/or directors may have to give personal guarantees to lenders or suppliers in case the company can't pay its debts. This means that they will have to help the company out if it becomes insolvent. A personal guarantee is enforceable even though the shareholder or director may have no (or limited) liability under company law because it is a separate contract entered into quite outside company law.

It is more complicated to wind up a limited company than a partnership or sole trader and it costs more.

If you leave your money in your company, you do not pay tax on it. Instead the company pays corporation tax on it. However, if you want to take your money out it must be taken as salary or dividend (you cannot simply take it out as "drawings" as you can if you are a sole trader or in partnership) and you will then be liable to tax on it. For a full assessment of the financial considerations it is recommended that you use the services of a professional advisor.

 

 

ORDER NOW   If you have any questions send us email   or call Sarah Doncaster at 08451 30 40 92 or 01902 42 83 84