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E-Quick Package |
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 £ 32.00 | No Annual Fees! | | |
 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 (requires MS-Word file reader).
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Economy Package |
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| £ 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 (requires MS-Word file reader).
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Premier Package |
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| £ 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.
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Deluxe Package |
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| £ 256.95 | Annual Maintenance Fee £224.95 | | |
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, nominee secretary, and our nominee director, we will appoint your own candidates to the role of 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 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 nominee director;
Pre-signed, undated resignation letter from nominee director;
The agreement for the provision of nominee service and indemnification of nominee.
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| 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.
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, Wales or Scotland; 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, Wales or Scotland, you can conduct your business from any place in the world: you do not have to run your business from your registered office address.
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(click here for other packages)
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| 1. Company subscribers may be residents outside the UK.
2. You must appoint a minimum of 1 Director.
3. Directors can be corporate bodies or private individuals.
4. A Director can be of any nationality.
5. All companies must appoint a company Secretary.
6. A Secretary can be of any nationality.
7. If there is only ONE Director he or she CANNOT also be the Secretary.
8. There is no maximum and no minimum share capital.
9. There is no minimum share capital, no paid-in capital requirement.
10. The company is required to have a registered office in the UK.
 +44 (0) 207.748.3039
+44 (0) 800.081.1510
 info@incorporate-uk-company.co.uk |
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- DEAR VISITORS, If you want to become familiar with the description and the contents of company formation packages, offered by our company and to find above, what kind of service is included in this or that formation package, to get an idea about the price of annual renewal of the service, and about the general legal requirements to the company incorporation within foreign countries, please, select the package you need from the list, situated below the banner. The information in the banner will be renewed according to the package you've chosen.
Please note » The prices payable for the items that you order are clearly set out in the web site. There will be no contract of any kind between you and us unless and until we receive payment from you. We act as your agent in the incorporation of companies and electronic filing of Companies House forms. We are not able to guarantee that any such filing will be acceptable to Companies House, nor are there any contractual obligation upon us to do so. If Companies House rejects incorporation or other electronic filing, we will credit your account with a full refund and the contract between us will be made void. Companies House does not offer a cancellation facility for the incorporation of companies or the electronic filing of documents. We will be unable to cancel any such submission on your behalf and will not refund any payment you have made. All prices shown at Coddan Web Site (www.incorporate-uk-company.co.uk) are in Great British pounds.
Live Help » Live Help is a real time "chat" feature which enables you to interact with a customer service representative without a phone call. Get answers to your questions while using our website. Clicking the "Live Help" button will start an on-line session with one of our representatives. Live Help is currently available during normal business hours. Outside of the above opening hours our business center will be closed. When you click on the button you will see an e-mail form that will allow you to send us a mail with your questions. Live Help is absolutely free! There are no hidden fees. We offer the service as a courtesy to our website visitors.
 Corporate Tax In The UK
A company resident in the UK is taxed on its worldwide profits, subject to relief under double taxation agreements or unilateral relief for tax suffered overseas. A company non-resident in the UK but carrying on business in the UK through a branch or agency is liable to UK corporation tax on the net profits derived therefrom, including capital gains arising on disposal of assets situated in the UK used in carrying on that business.
A company not resident in the UK is liable in any event to income tax at 22% on its other UK source income; although interest on certain government securities is exempt and, by concession, tax will not normally be charged on bank and building society interest. Thus, if such a company trades in the UK, but not through a branch or agency, it is liable to UK income tax on its net profits from such trading.
A company is generally resident in the UK if it is managed and controlled in the UK (or, if it is incorporated in the UK, wherever it is managed and controlled, unless a "tie-breaker" clause in a double taxation treaty determines otherwise).
Rates of tax. The profits (including capital gains) of a company are subject to corporation tax at 30% except that, where profits of a UK resident company are £300,000 (a year) or less “small companies relief” reduces the rate to 20%; with marginal relief where profits are £300,001 or more but less than £1,500,000. The relief is reduced if there are active associated companies (even those not resident in the UK) and is not available to “closely controlled” investment companies.
A new starting rate of tax of 10% was introduced for companies with taxable profits of up to £10,000, effective from 1 April 2000. The rate then increases so that profits over £50,000 are taxed at an average rate of 20%.
For accounting periods ending on or after 1 July 1999, a system of self-assessment is introduced and the company tax return will have to include a self-assessment by the company of its corporation tax liability on the basis of the information contained in the return. Corporation tax is due 9 months after the end of the relevant accounting period.
Transfer pricing. Rules may be invoked to substitute arms' length prices for international transactions with overseas associates, which can include - for example - a deemed interest charge on cheap or free credit provided to an overseas associate.
Thin capitalization. Generally, corporation tax relief is due on interest paid by a UK company to a non-resident parent or fellow subsidiary; but where the group relationship is 75% or more, only to the extent that the interest charge does not exceed what would have arisen without the special relationship. Excess interest is disallowed in calculating taxable profits and treated as a distribution of profits.
Overseas tax relief. A UK resident company is taxable on its worldwide income and gains, but subject to relief given by double taxation treaties. Typically these will give sole taxing privileges to another country in which a UK company trades through a “permanent establishment”, to the extent of the profits so derived.
Relief is available against UK tax, either by direct credit or by treating the tax as an expense, unilaterally or under treaty, for overseas tax properly chargeable.
Dividends. UK residents are entitled to a tax credit when they receive a dividend from a UK company. Non UK residents are not entitled to a tax credit. They may however be entitled to a tax credit if they are resident in a country with which the UK has a Double Taxation Agreement, and the Agreement provides for payment of the same tax credit as a UK resident would be entitled to receive. In that case, the shareholder is liable to income tax on the total of the dividend and the tax credit, at the rate of tax laid down in the Agreement.
From 6 April 1999, all double taxation agreements that provide for payment of a tax credit on dividends paid by UK companies continue to give that right. However, because the rate of tax credit has been reduced, the amount which the UK is entitled to retain under those agreements will in practice cover the whole of the tax credit. So if a shareholder makes a claim under an agreement where a dividend has been paid on or after 6 April 1999, there will be no balance of tax credit left for the UK Revenue.
Employees. Minimum wage legislation has now been introduced in the United Kingdom. The hourly rate of the national minimum wage is £3.20 for people aged 18-21 inclusive and £3.70 for people aged 22 and over. The Government has announced increases to £3.50 and £4.10 respectively in October 2001.
Administrative requirements entitle all employees to receive a written statement of their terms and conditions of employment.
Under the European Community Working Time Directive, employees must not be asked to work in excess of 48 hours per week unless they consent to signing an opt-out agreement. There are also rules for obligatory holidays for maternity and for statutory sick pay.
Dismissals - there are statutory provisions for compensation in the event of unfair dismissal or redundancy.
Businesses which take on employees must register with the Inland Revenue for the purposes of PAYE (Pay As You Earn), the UK system whereby the employer is obliged to deduct and account to the Inland Revenue for the tax payable to the Inland Revenue by the employee.
Work Permits. No work permit is required for European Union citizens and in certain circumstances Commonwealth nationals who wish to come and work in the United Kingdom. However non-EU citizens must obtain a work permit before coming to the United Kingdom to take up work.
Directors. The law on the duties of directors is too broad a subject to cover in this summary. However certain elements can be alluded to here, namely that a director has a fiduciary duty to the company to act in its best interests; a director must not profit personally from his position in the company; and the standard of skill and care required of a director is that of a reasonably diligent director in general. Directors are not normally liable for the debts of the company. However there are specific instances where they can be made liable for such debts, if they manage the affairs of the company improperly or in particular, if they are judged to have been involved in "wrongful trading", which broadly speaking means that they have continued to allow the company to trade at a time when they were (or should have been) aware that the company had no reasonable prospect of avoiding insolvent liquidation.
- Other Taxes
Import duties. Import duties are normally levied by the UK at the time of importation of goods originating outside the European Community. They are generally a percentage of the value, but are sometimes based on quantity.
Excise duties. Excise duties are imposed by the UK on alcohol, tobacco products and petrol; and also, as an annual amount, on motor vehicles.
Local taxes. Local authorities level a "council tax", based on house values and number of occupiers, on residential property and also collect "rates" (a form of property tax) on business property in their area.
Stamp duties. No stamp duty is payable on gifts. Transfers of shares carry duty of £5.00 for purchases of £1,000 or under and up to 0.5% of the total consideration for transactions over £10,000. Transfers of land carry duty at 1% of consideration between £60,001 - £250,000. Between £250,001 and £500,000 the rate of duty is at 3% and above £500,001 the rate of duty is 4%. No stamp duty is payable on transfers of land where the consideration does not exceed £60,000. The stamp duty regime on purchases of land also applies to transfers of goodwill. However stamp duty on intellectual property was abolished from 28 March 2000.
Registration Requirements. Mention has been made above of the requirements for a company to register with Companies House for employers to register for PAYE with the Inland Revenue, and for a company which exceeds the VAT turnover limit to register for value added tax. Other registrations which may be necessary are those for: a company providing services in relation to "investment business" under the Financial Services Act 1986"; insurance companies; a consumer protection agency; data protection (in respect of personal information retained on computer); and home office registration for foreigners seeking resident status.
Continuing Administrative Requirements. Companies operating in the financial services or banking fields, and charities, have to meet strict requirements and be registered with a regulatory body.
All companies must keep accounts and records showing their true position at all times.
Businesses which have employees must comply with the requirements of the PAYE (Pay As You Earn) tax system, keeping records and accounting to the Inland Revenue for tax and national insurance, normally monthly.
A UK company has to publish annual audited financial statements in the specified format. There are exemptions for companies with a low amount of turnover and gross assets. Special rules apply to foreign holding companies.
Accounting statements must be produced in English (or Welsh in the case of a Welsh company) but may be stated in any currency, including ECUs. They must be signed by at least one director and sent to all shareholders.
- UK Property Regime
Introduction. There are two types of legal land tenure in the United Kingdom: freehold and leasehold. A freehold interest is a right to ownership of land that lasts forever. It is normally acquired in consideration of the payment of a capital sum. A leasehold interest is a right to an interest in land for a fixed period of time only. Broadly speaking, a lease may be acquired either by payment of a capital sum by the tenant to the landlord, known as a premium, or by the payment of an annual sum or rent by the tenant to the landlord. Often investors prefer to acquire freehold property. There are, however, many major property investments that are held on a leasehold basis. This is particularly true of many of the most important and desirable properties in the City of London as such properties are often held on leases granted for terms of as long as 150 years.
Businesses often prefer the relative flexibility of a leasehold interest. Without having to pay a substantial capital sum, a company can enjoy the financial and operational benefits of a rented property on an industrial estate specifically designed for business purposes.
Professional advice. When acquiring property in the UK, you will need to seek advice from surveyors and solicitors. A surveyor will advise the investor or business occupier on the type of property that should be considered, in particular the location of such property, its condition and its rental and capital value. A solicitor is a lawyer that deals with the legal side of acquiring the property, such as the drafting of necessary documents (e.g. leases) and forms for registration. In addition, solicitors will also advise in relation to the corporate structure involved in making such an investment, (e.g. whether the investment should be direct, via a UK limited company or through an overseas holding company depending on what would be the most tax effective method of investment for each individual client).
Leaseholds. The UK has very long established systems of landholdings. The leasehold system in the UK can offer flexibility for business. Occupational leases are normally in the form of "institutional" leases (i.e. in a form which institutions such as large insurance companies and pension funds, find acceptable and are willing to grant to occupying tenants). Leases are normally for relatively long periods with upwards only rent reviews at least every 5 years. For investors, this ensures that the rental income cannot fall and is reviewed on the basis of the current open market rental value of the relevant property, and not on the rate of inflation alone.
To allow businesses flexibility (e.g. where a business expands or contracts) tenants will often seek break clauses in leases permitting tenants to terminate leases early. Leases are normally granted on a full repairing and insuring basis. A landlord will thus not usually have to make provision for general upkeep of the property, and the majority of the rent payable can be received as a secure net income.
Matters such as non-payment of rent or other serious breaches of obligations by tenants may lead to forfeiture of the lease, and the risk of this alone will often cause tenants to comply strictly with the terms of the lease. With long leases, a tenant will normally assume obligations to keep the property in good repair, pay for insurance and maintenance and all relevant taxes, to restrict the use of the property to a particular so as not to diminish its value and to return the property to the landlord at the end of the lease in good condition.
Matters to watch out for planning. When looking for premises, businesses need to ensure that the use to which the premises are intended to be put accord with planning control. Your solicitor should check with the local authority to ensure that the proposed use will not be a breach of planning control. Failure to do so could mean that your business could be closed down.
Matters to watch out for environment. There are now strict legal requirements governing the release of emissions into the air, water and land. Specialist advice should be sought to ensure that any process which is intended to be carried out will be in accordance with environmental control. Businesses should also be aware that if their use contaminates land, they could be liable for clean-up costs under the Environmental Protection Act 1990 and Environment Act 1995.
This briefing note is only intended to provide a general commentary and does not deal with the laws of Scotland or Northern Ireland which are different in certain aspects. It is not exhaustive and appropriate advice should be sought in specific circumstances.
- Which Companies Must Send an Annual Return to Companies House?
Every United Kingdom limited company must deliver an Annual Return to Companies House within 28 days of its made-up date.
A company's director(s) and secretary are responsible for ensuring that the Annual Return: is delivered to Companies House within 28 days after the anniversary of incorporation or the anniversary of the made-up date of the last Annual Return. Gives a true picture of the management structure and capital (if applicable) of the company at the made-up date.
Important Note: It is a criminal offence not to deliver the company's Annual Return within 28 days of the made-up date, for which company secretaries and directors may be prosecuted.
- What is an Annual Return Form 363?
An Annual Return is a snapshot of certain company information at the made-up date. It is separate from a company's annual accounts.
An Annual Return must contain the following information: the name of the company, its registered number, the type of company it is, for example, private or public, the registered office address of the company. The address where certain company registers are kept if not at the registered office. The principal business activities of the company. The name and address of the company secretary. The name, usual residential address, date of birth, nationality and business occupation of all the company's directors. The date to which the annual return is made-up (the made-up date).
And if the company has share capital, the Annual Return must also contain: the nominal value of total issued share capital. The names and addresses of shareholders and the number and type of shares they hold or transfer from other shareholders.
- What is the Made-Up Date?
This is the date at which all the information in an Annual Return must be correct. The made-up date is usually the anniversary of: the incorporation of the company; or the made-up date of the previous Annual Return registered at Companies House.
- Where do you get an Annual Return?
Companies House will send an Annual Return to the registered office address of every company about two weeks before the made-up date. This document is pre-printed with company information already held on the public record and most companies use this form to make their Annual Return. This Form is known as the "shuttle" Annual Return (Form 363s).
- Completing the Shuttle Annual Return Form 363(s)
Follow the instructions on the covering letter and on the form, and use the form to tell Companies House about any changes to: the company's registered office, the address at which the company's register of members is kept (if applicable). The address at which the company's register of debenture holders (if any) is kept. The principal business activities of the company. The details, for example, change of the usual residential address, of any company secretary or director and if the information has been pre-printed, of any shareholder. The date a company officer resigned.
However, do not use the shuttle Annual Return form 363 (s) to tell Companies House about: the appointment of a new company officer - use Form 288 (a), any change in a company's total nominal capital. The allotment of new shares by a company - use Form 88 (2).
- What Information Does Companies House Require About Share Capital?
This applies to every company with a share capital. If a company has converted shares into stock, give the corresponding information in relation to that stock, stating the amount of stock instead of the number and nominal value of the shares. For most companies with share capital, the shuttle Annual Return: - Form 363 (s) will include pre-printed information about the company's total issued share capital.
If the information is not pre-printed or if you use form 363 (a), please state for each class of issued share: the name of the class of each type of share. For example, ordinary or preference shares. The total number of shares issued to shareholders at the made-up date of the return. The total nominal value of issued shares of that class at the date of the return.
NB: The total nominal value of the shares is the total nominal or face value of the shares excluding any premium.
- When Do You Have to List All Company Members?
Whichever type of Annual Return form is used, a company with share capital must provide a "full list" of all its members on: its first Annual Return following incorporation, every third Annual Return after it has provided a full list.
The intervening two Annual Returns need only report changes to shareholder information that have taken place during that year - that is, shares transferred and particulars relating to shareholders who have become members or ceased to be members.
A "full list" Annual Return must contain the following information about a company's shareholders: the name and address of every shareholder of the company at the made-up date. The name and address of every shareholder who has ceased to be a member of the company since the made-up date of the previous Annual Return (or in the case of a first return, since the incorporation of the company). The number of shares of each class held by each member of the company at the made-up date of the Annual Return. The date of registration and the number of shares of each class transferred by each member or past member since the made-up date of the previous Annual Return (or in the case of a first return, since the incorporation of the company).
On a shuttle Annual Return Form 363 (s), Companies House will pre-print the individual shareholder information where the details are available and if a company has 20 or fewer shareholders. Use the space provided alongside the details of each shareholder to make any necessary amendments to the information.
NB: A company may issue additional shares provided that Companies House is or has been notified of the allotment of the shares on Form 88 (2).
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