Frequently Asked Questions

Your Complete Resource For Company Formation Questions

Basic Details

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 Confirmation Statement (CS01).

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 CompanyFormation247) 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.

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)

Persons with Significant Control (PSCs)

What is a PSC?

A PSC is, broadly speaking, any person that holds, directly or indirectly, more than a 25% interest in the company. However, if the shareholder holds the shares on behalf of another person (i.e. is acting as a nominee) then the shareholder is ignored and the person upon whose behalf the shares are being held is the PSC. If the shareholder is a UK corporate entity then they may be considered an RLE, which is the corporate equivalent of a PSC. If the shareholder is a non-UK corporate entity then any person that ultimately controls the shareholder is considered a PSC - a non-UK corporate cannot be considered an RLE (except in some very specific circumstances, where the corporate shareholder is a corporate entity registered on a stock exchange that has transparency and disclosure requirements equivalent of the UK).

That is a very condensed version and this is a complex area, for a more in depth analysis, please see our PSC Guide

Shareholders

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 after 3 working hours, however this is always subject to Companies House workloads and can take up to 2 working days at the businest times. 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 and PSC Details

  • Full Name
  • Date of Birth (Must be 16 years or older)
  • Nationality
  • Business Occupation
  • Country of Residence
  • Residential Address
  • Service Address

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

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 Confirmation Statement

The Annual Confirmation Statement (previiously the Annual Return) is a Companies House form (CS01) that must be filed with Companies House at l;east once in every 12 month period.

It is a snapshot of the Company’s details as at the date of the return, showing details of the Directors, Secretary, Shareholders, PSCs, Registered Office Address, Business Activities etc. this is all non-financial information.

The Annual Confirmation Statement carries a filing fee of £14 and if not filed after two 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.

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