This is our most popular package with UK residents, and includes:
The registration of your company from scratch using your own registered office address, and appoint your own candidates to the roles of director, secretary (if needed), and shareholder;
The standard capital on formation is £1,000, this is divided into 1,000 ordinary shares valued at £1.00 each (it is not required to have all of the shares issued, but a minimum of one share must be issued);
The formation of a limited company usually takes as little as four to six hours from the time that your application and payment are received by Coddan;
The government fee for incorporation is included in the price of this package;
The following documents, which need to be printed and signed, will be emailed to you upon formation of your company:
A certificate of incorporation (requires PDF file reader);
The memorandum & articles of association (requires MS-Word file reader);
The first meeting of the board of directors (requires MS-Word file reader);
Share certificates and a company register.
Economy Package
£ 82.00
Annual Maintenance Fee £50.00
This is our most popular package with EU residents, and includes:
The registration your company from scratch using one of our registered office addresses, and appoint your own candidates to the roles of director, secretary (if needed), and shareholder;
The standard capital on formation is £1,000, this is divided into 1,000 ordinary shares valued at £1.00 each (it is not required to have all of the shares issued, but a minimum of one share must be issued);
The formation of a limited company usually takes as little as four to six hours from the time that your application and payment are received by Coddan;
The government fee for incorporation is included in the price of this package;
The provision of a registered office address for 12 months is also included in the price of this package (our registered office address service is charged annually);
The following documents, which need to be printed and signed, will be emailed to you upon formation of your company:
A certificate of incorporation (requires PDF file reader);
The memorandum & articles of association (requires MS-Word file reader);
The first meeting of the board of directors (requires MS-Word file reader);
Share certificates and a company register.
Premier Package
£ 131.95
Annual Maintenance Fee £99.95
This is another one very popular package for small and medium size businesses, such as those being run by a sole director from home, and for companies owned by overseas residents who still need a local registered office address but would rather not open local offices;
This package is often chosen by such customers, who are looking to minimise a sole director personal liability (and who are not quite familiar with the new UK corporate legislation), because this package includes a provision of a nominee secretary for 12 months. This package is also includes:
The registration your company from scratch using one of our registered office addresses, and appoint your own candidates to the roles of director, and shareholder;
The standard capital on formation is £1,000, this is divided into 1,000 ordinary shares valued at £1.00 each (it is not required to have all of the shares issued, but a minimum of one share must be issued);
The formation of a limited company usually takes as little as four to six hours from the time that your application and payment are received by Coddan;
The government fee for incorporation is included in the price of this package;
The provision of a registered office address for 12 months is included in the price of this package (our registered office address service is charged annually);
The provision of a nominee secretary for 12 months is also included in the price of this package (our nominee secretary service is charged annually);
The following hard bound copy of corporate documents, will be posted to you upon formation of your company:
A laminated copy of the certificate of incorporation of your company;
A hard bound copy of the memorandum and articles of association;
A hard bound copy of the minutes of the first meeting of directors;
Share certificates, and your company register.
Deluxe Package
£ 256.95
Annual Maintenance Fee £379.95
The Deluxe business start-up package is our most popular package with international customers, and includes:
Incorporation of your company from scratch using one of our registered office addresses, and our nominee director, we will appoint your own candidates to the role of shareholder and secretary (if needed);
The standard capital on formation is £1,000, this is divided into 1,000 ordinary shares valued at £1.00 each (it is not required to have all of the shares issued, but a minimum of one share must be issued);
The formation of a limited company usually takes as little as four to six hours from the time that your application and payment are received by Coddan;
The government fee for incorporation is included in the price of this package;
The provision of a registered office address for 12 months is included in the price of this package (our registered office address service is charged annually);
The provision of a nominee director for 12 months is also included in the price of this package (our nominee director service is charged annually);
The following two hard bound copies of corporate documents, will be posted to you upon formation of your company:
A laminated copy of the certificate of incorporation of your company;
A hard bound copy of the memorandum and articles of association;
A hard bound copy of the minutes of the first meeting of directors;
Share certificates, and your company register;
The general power of attorney signed by a nominee director;
Pre-signed, undated resignation letter from a nominee director;
The agreement for the provision of nominee service and indemnification of nominee.
Name Protection
£ 22.00
Annual Maintenance Fee £60.00
This package allows you to register a company name with Companies House and thus prevent this name being used to form a company by anyone else, and includes:
The registration of a non-trading limited company with your choice of name;
The government fee for incorporation is included in the price of this package;
As are the first year's fees for a registered office address, a nominee shareholder, and a nominee director.
Management of the company: Coddan will file the annual return and dormant company accounts on your behalf for an annual fee of £60.00.
If you do not wish to renew the management option at the end of term, the company will be dissolved. If you allow your registration to expire, or do not notify Coddan of your intention to renew your protection period, you will no longer have exclusive rights to this company name.
Business Start-Up: Legal Requirements
A private company limited by shares in England and Wales must have at least one director, one shareholder, and may have a secretary.
You need at least one person to form this type of company. If there is only one director, and that director is a natural person in your company, that director can also act as the secretary.
A company must have at least one director who is a natural person. This requirement is met if the office of director is held by a natural person as a corporation sole or otherwise by virtue of an office.
You can register a sole director' company, if you are familiar with the secretaries duties and responsibilities, because all of them belongs to a sole director.
The directors and secretary of your company can also be shareholders.
The Companies Act imposes no restriction on the minimum age of company directors. However Companies House will actively discourage the appointment of anyone under the age of 16 from taking up a company directorship on the grounds that the individuals concerned may not fully understand the legal liabilities that go with the position and for the most part will not have the experience necessary to perform the duties of a company director.
Under the Companies Act 2006, there is no restriction on any or all of the members/shareholders being from an overseas country (i.e. outside the United Kingdom in terms of residency, domicile, citizenship, place of incorporation or all or any of those concepts).
There is no requirement for the officers of your company to be UK citizens or residents, nor for them to hold valid work permits.
Owning, or being an officer of a UK company does not, however, grant you any right to live or work in the UK if you are a foreign national.
Your company must have a registered office address within England or Wales; this is the official address of your company and will be on the public record as such.
Your company must hold its official company documents at its registered office address: its register of shareholders, and its constitutional documents.
So long as you maintain a registered office address in England or Wales, you can conduct your business from any place in the world: you do not have to run your business from your registered office address.
A Memorandum of Association is a document setting out the essentials of a company, which include the name of the company, the location or address of the registered office and the objectives of the company once it starts its activities.
WHAT ARE THE ARTICLES OF ASSOCIATION?
The Articles of Association is rightly termed as the constitution of the company being formed or existing. This document sets out the policies, rules and regulations that will be followed to pursue the internal and external goals of the company as an organisation. The company may adopt the contents of Table A in entirety or partially, as it suits the purpose of the organisation and its goals.
WHAT IS THE MINIMUM INVESTMENT REQUIRED FOR A LIMITED COMPANY?
Important Links
Coddan is one of the foremost and most economical providers of limited companies formation and new business entity registration services in the UK. Coddan is a leading company set-up agent that has expertise in off the shelf companies, ready-made companies, own name company formation as well as company search, credit checking, company secretarial, accounting and bookkeeping, tax advice & charity registration. Simple cost effective limited company set-up. No paper forms to complete, all information provided electronically. Coddan offer a range of services for business, including business company set-up, virtual office services, mailing address, and company secretarial services.
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The Companies House requires a minimum of £50,000 worth of authorised share capital in a public limited company (PLC). The company may however issue any number of shares up to the total value of the authorised shares until further required. A private limited company may initiate with a lower share capital but should be sufficient to fund certain projects and acquisitions before they feel the need to raise more capital.
HOW IS A COMPANY NAME SELECTED?
A company can only be registered once it passes the minimum requirement. All names must be an alignment with the legislation governing the selection of company names, namely the Companies Act and the Business Names Act. Furthermore, the name should then be checked for existence in the Company Names Index. If the Index does not contain the proposed name, an application may be filed to register the name for your company.
I NEED TO HAVE REGISTERED OFFICE IN THE UK?
A company registered in England and Wales is legally required to have its registered office here. So if you do not have a base in this country we can provide an office address for your company. It then becomes convenient to keep the company's registers at the registered office. You can use our registered office for your existing company or when forming a new one. We will receive all Companies House communications and deal with then according to your instructions. Once we receive the order below together with payment we will produce the required document to become the registered office for your company.
SHOULD BE PRINTED ON COMPANY STATIONERY?
The company stationery, including the letterhead, should contain the company's official name, as registered with Companies House; the company's registered office address; the registration number or license number; the VAT registration number (if any); and the place of registration, i.e. England & Wales or Scotland.
WHEN DOES A COMPANY REQUIRE A DIRECTOR/SECRETARY TO BE APPOINTED?
A director is elected by the shareholders to manage the affairs of the company. The company director may be an individual person who leads the company or be a member of the Board of Directors, which is appointed by the shareholders. A secretary acts in the capacity of the administrator of the company, and is subordinate to the director or board of directors. The secretary can be a joint director but a sole director cannot hold both positions at the same time.
WHAT IS THE ELIGIBILITY CRITERIA FOR DIRECTORS AND SECRETARIES?
To stand for election as a director the candidate must fulfil three conditions to qualify. The candidate must be an adult and capable of dispensing his/her responsibilities; must not be disqualified by a court for holding any position in the future, except where a leave has been granted in specific circumstances; and must not be an undischarged bankrupt and restricted by a court order from holding the position, except where leave has been granted.
The prospective candidate for the position of a company secretary should be at least one of the following to qualify. The candidate must be a member of a professional accountancy body of the United Kingdom; or have held the office of secretary or deputy secretary previously, either within the organisation or in another company; or be a barrister, advocate or solicitor practicing in the United Kingdom.
General Advantages of UK Private Limited Companies:
1. Liability is, in the vast majority of cases, strictly limited to the investments made by the shareholders. 2. Company Officers are not personally liable for their actions unless there is a clear and serious breach of their fiduciary duty. 3. Limited companies often benefit from greater prestige than their sole proprietorship or partnership counterparts. The reason is because such an enterprise normally requires more planning and thus is deemed more credible. 4. Limited companies often benefit from significant tax advantages. In fact, many countries around the world give exclusive tax incentives to this type of entity. 5. The rights of shareholders are normally clearly defined and protected. 6. Corporate taxes only become payable after the end of the financial year. This means money that would otherwise be taxed on a monthly or quarterly basis, is available to earn further interest before the final payment of tax. 7. You need only appoint one Director and one Shareholder. 8. Directors can be corporate bodies or private individuals. 9. A Director can be of any nationality. 10. All companies must appoint a company Secretary who can be of any nationality.
If the directors believe that the candidate has sound knowledge and experience for the proposed functions, and/or is a member of another professional body that the directors find acceptable for the position, they may appoint the candidate.
Directors and secretary for new companies do not have to be based in the UK and can be resident anywhere in the world. However, it is better to have a professional company secretary in the UK who can deal with Companies House and other Government agencies on your behalf.
WHO IS RESPONSIBLE TO ENSURE COMPLIANCE WITH COMPANY REGULATIONS?
Companies House requires directors to ensure that statutory documents are dispatched to the Registrar within the dates announced. These documents include:
Annual accounts and returns. Notices of any change in the company directors and secretaries or any modifications in the records of existing directors and secretaries; and notice of a change to the address of the registered office.
A company secretary has no specific duties as far as the legislation is concerned but is required to administer the company and maintain appropriate documentation of all its proceedings. These include:
Filing of documentation with Companies House. Issuing notices for meetings to auditors and shareholders. Supplying copies of all company meetings held with shareholders, the board of directors, resolutions passed at AGMs and extra-ordinary meetings. Supplying copies of annual account to all relevant individuals, groups and organisations. Recording the minutes of AGMs and meetings of board of directors. Permitting access to all company documents and records to concerned persons. The secretary is also responsible for the custody and use of the company seal, although companies are no longer required to use an official seal.
WHAT'RE THE ESSENTIAL DOCUMENTS THAT A COMPANY IS REQUIRED TO MAINTAIN?
Companies are required to produce annual financial statements and returns and submit them to Companies House within the stipulated time frame. In addition, the company secretary is required to submit copies of all registers maintained with the company.
WHAT'RE THE CONTENTS OF THE ANNUAL ACCOUNTS OR FINANCIAL STATEMENTS?
A limited company is required to file a set of financial statements or accounts annually to Companies House. The set of documents includes:
A profit and loss account (income statement) or a statement of income and expenditure. A balance sheet signed by the director. An auditors' report on the company's performance. A directors' report, signed by the company director or secretary. Notes to the financial statements. Group accounts (where appropriate).
ARE ALL COMPANIES REQUIRED TO SUBMIT THEIR ANNUAL ACCOUNTS?
All private and public limited companies are required to submit their accounts to the Registrar of Companies. Unlimited companies are not required to file their statements provided they have been part of a group of companies, or are a bank or insurance company.
WHAT ARE ANNUAL RETURNS?
An Annual Return is a summary of the information about the company and its directors, secretaries, registered office address, shareholders and the share capital. A company is required to fill form 363a with the following information in a comprehensive manner:
The name. The registration number. Private or public company. The registered office address. Notes the address or location of company registers. The main or principal business activity of the company. The name and address of the company secretaries. The name, residential address, date of birth, nationality and the business occupation of all directors of the company. The made-up date of returns. The nominal value of the total issued share capital. The names and addresses of the shareholders, the number of shares held and the type held by each shareholder.
WHEN IS AN ANNUAL RETURN DUE AT COMPANIES HOUSE?
Companies Issue sends you the Form 363a (shuttle and regular) two weeks prior to the date you are required to file it, i.e. the made-up date. This will be based on the made-up date, which is usually the anniversary of: the incorporation of the company; or rhe made-up date of the previous annual return sent to Companies House. The Annual Return MUST be filed at Companies House within 28 days of the made-up date as mentioned on the Form.
WHAT INFORMATION IS REQUIRED REGARDING SHAREHOLDERS AND SHARE CAPITAL?
The shuttle return form contains pre-printed information relevant to the company's share capital. If there has been a change in the structure during the financial year, the information must be written on the Form where required to update the Companies Register.
The information should mention: the name and the class of each type of share issued or authorised, e.g. ordinary shares, preference shares etc. The total number of shares issued to the shareholders as at the made-up date of the Annual Return. The total nominal or face value (excluding any calculations of premiums or discounts on each share issued) of the issued shares of the class as at the made-up date of the Annual Return.
Where the information in Form 363a is incorrect, one or more other Forms may be required to be filled and sent over to Companies House.
WHAT IS THE ACCOUNTING REFERENCE DATE (ARD)?
The ARD is the financial year-end, according to which all financial statements are prepared. If the company’s date of closure were moved to another date, Companies House must be informed promptly to avoid any unfavourable incident for the company. The accounts must be submitted before the deadline, which is set based on the company's ARD.
CAN THE FILING DATES BE EXTENDED?
The filing or deliver dates of the accounts can be extended in special circumstances where the reason has been defined and approved by Companies House. For this, Form 244 must be filled and delivered before the normal filing date and must be done individually for each financial year in question. An application can also be submitted to the Secretary of State for Trade and Industry for an extension in the delivery date, where some unforeseen circumstances may have taken place such as those that were beyond the control of the company's personnel and the auditors. Where the deadlines have been breached, the company is automatically charged for a civil penalty for late filing. The amount fined, however depends on whether the company is private or public. Failure to deliver in specified period is also a criminal offence for which the directors of the company may be prosecuted.
ARE THERE ANY CONSEQUENCES FOR A DELAY IN FILING THE DOCUMENTS?
If a director fails to supply the above documentation within the time limit, he may be prosecuted, as it is a criminal offence to delay or avoid the filing of records. If the Registrar believes that the company is no longer carrying on its business, the name could be struck off the register and dissolved.
DOES A DORMANT COMPANY HAVE ANY OBLIGATIONS FOR FILING ANY DOCUMENTS?
A dormant company is required to submit its set of accounts and returns annually to Companies House, despite the fact that it is not engaged in any form of business activity. The dormant company is given leave from preparing a full-length set of accounts and may present brief but acceptable financial statements, that are not necessarily audited.
WHEN SHOULD A COMPANY REGISTER FOR VALUE ADDED TAX?
A company should register with HM Customs and Excise for Value Added Tax (VAT) once its annual sales revenue of normal standard goods reach the £&54,000 benchmark. The HMCE requires a company to register for VAT if it expects the total sales revenue for the year including the proceeding month should equate or go beyond the threshold. Companies may voluntarily register for VAT if they wish to gain relief on input tax on the products and/or services they purchase from VAT registered suppliers.
WHEN IS VAT DUE?
Value Added Tax is payable to HM Customs & Excise in quarterly instalments after calculating the net VAT payable. The net VAT is calculated by deducting the input tax from the output tax of all products and/or services sold. The instalments are due by the 10th of April, July, October and January for the revenue of the preceding 3-month period.
LEGALISATION OF DOCUMENTS
Most countries require legalisation of company documents so that they can be used throughout the world. This process is called APOSTILLE. We can provide a service to obtain for any document produced in the UK an Apostille certificate issued by the British Foreign Office.
COMPANY SUPPORT SERVICES
Our company support services are managed by professionals that give a personal and value for money service. If you require more than our standard package of services please let us know and we will be pleased to provide a quotation.
Guidance & FAQs
FAQs: Company Formation
£ 32.00
This is our most popular package with UK residents, and includes:
The registration of your company from scratch using your own registered office address, and appoint your own candidates to the roles of director, secretary (if needed), and shareholder;
The provision of a registered office address for 12 months is also included in the price of this package (our registered office address service is charged annually);
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