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Company Formation in Great Britain

Entity Type: Private Company Limited by Shares


Name Details

Does the name of the company require approval by the Registry or other authorities?

The proposed name of a company will only require approval of the Government Department/body or secretary of the state if the chosen name suggests a connection with the Government, a devolved administration or a local authority or specified public authority. The name will also need approval if it contains either a restricted or sensitive word or expression including words which may imply a business pre-eminence, a particular status or function.

If the name has a financial connotation, then FSA approval is required.

How many prospective names will you require?

One proposed name is required, we can then check the name on the Companies Names Index. A company may already have or be too similar to the proposed company name. In this case, another company name would be requested.

Are there any restrictions or limitations on words that can be used in company names?

As above, the full list of sensitive words can be found at the link below.

http://www.companieshouse.gov.uk/about/gbhtml/gp1.shtml#ch3

Address Details

Does the company need to provide a registered address?

Yes.

Are there any limitations on the registered address (i.e. must be in-country, must not be a PO box)

The registered office address cannot be a PO Box address and must be situated in England and Wales (or Scotland for Scottish registered companies).

If the client has no physical location incountry, can they use your address for the purposes of registration?

Yes. Eversheds LLP, Manchester do offer a registered office address service.

Officer Details

How many Directors are required?

A minimum of one natural director is required, however, if appointing a sole director they cannot also be secretary of the company.

Are any other officers required (i.e. Secretary)?

Under the Companies Act 2006, a private company limited by shares is no longer required to appoint a company secretary. However, should you wish to appoint a secretary we are able to offer a named company secretary.

What personal details will you need for each officer?

For each director we require their full name, residential address, service address (if different to the residential address. Please note the service address will appear on the public register), date of birth, nationality and occupation.

Is there a requirement for any in country resident directors?

N/A

Do you need proof of address or Identity for officers? If YES, in what format?

N/A

Shareholders Details

How many shareholders are required?

One (minimum)

Are there any restrictions on who can be a shareholder?

A person, corporate entity or limited liability partnership can become a member of a company. However, an unincorporated body, such as a partnership, club or association, not registered under the Companies Act cannot be registered as a member. Additionally, the company cannot be a member of itself.

What information will you require about shareholder?

We will require the shareholders name, address, information on the number and class of shares to be issued to the shareholder.

If the shareholder is an individual we will require their electronic filing information, which is three pieces of information from the list below:

  • First three letters of colour of eyes;
  • First three letters of father’s forename;
  • First three letters of mother’s maiden name;
  • First three letters of town of birth;
  • Last three digits of passport number;
  • Last three digits of national insurance number;
  • Last three digits of telephone number.

If the shareholder is a corporate entity we will require the name, address and electronic filing information for one of the officers of the corporate entity.

Will you require proof of address or ID from the shareholders?

N/A

Share Capital

Will the company need to specify a maximum number of shares that can be issued?

The company no longer needs to specify the maximum number of shares that can be issued, all that needs to be stated is the number of shares to be issued on incorporation, the class of shares, the nominal value and the price paid for the shares

Is there a minimum number of shares that can be issued?

A minimum of one share must be issued at incorporation.

Is any stamp duty paid on the issued share capital? If YES, at what rate is this calculated.

N/A

Other Details

Do you require any further information about the company or its officers?

Standard Industrial Classification code – we will require confirmation on the principal activities of the company, please refer to this list:

http://resources.companieshouse.gov.uk/sic/

  • Accounting Reference Date – we will require information on whether the company would like its accounting reference date to be changed. Upon incorporation this automatically defaults to the last day of the month on which the anniversary of the incorporation falls.
  • Chairman – the name of the chairman is to be provided only if it is to be confirmed in the first board minute.
  • Auditors and Bankers – the name and address of the auditors and bankers of the company should be provided only if it is to be confirmed in the first board minute.
  • Articles – Eversheds Sutherland standard precedent articles are used for new companies, however more bespoke articles can be adopted, particularly if there are to be more than one class of shares.

Person(s) with Significant Control – we will require information on any individual or legal entity that satisfy one of the following conditions:

  • i). hold > 25% of the Shares of the company;
  • ii). hold > 25% of the Voting Rights of the company;
  • iii). hold the right to appoint or remove the majority of the Directors of the company; iv). hold the right to exercise significant influence or control over the activities of the company;
  • v). where a trust or firm would satisfy one of the above if it were an individual, any individual that holds the right to exercise significant influence or control over the activities of that trust or firm.

For any individual identified, we require their full name, residential address, service address, date of birth, nationality, occupation and details of PSC condition met.

For any legal entity identified, we require its name, registered/principal office address, legal form, governing law and details of PSC condition met.

Timescale

How long will it take to complete incorporation?

For incorporation requests received before 12pm, we can guarantee a same day incorporation. For requests received after 12pm a same day incorporation cannot be guaranteed, however, it will be processed as soon as possible.

Is there any way to expedite the incorporation for an extra fee?

N/A


Latest version updated 3rd May 2018

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