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INTRODUCTION
This information gives some of the requirements for the incorporation of
limited and unlimited companies. Using our service you will receive a fast and
first class service.
IS THERE MORE THAN ONE TYPE OF COMPANY?
Yes. There are four main types of company:
- a private company limited by shares - the members' liability is
limited to the amount unpaid on shares held by them;
- a private company limited by guarantee - the members' liability is
limited to the amount they have undertaken to contribute to the company's assets
if it is wound up;
- a private unlimited company - there is no limit to the members'
liability;
- a public company - the members' liability is limited to the amount
unpaid on shares held by them, and which must have an authorised share capital
of at least £50,000 at the time of incorporation.
WHO CAN FORM A COMPANY?
Section 1 of the Companies Act 1985 allows one or more persons to form a
private limited company for any lawful purpose by subscribing to the memorandum
of association. In the case of a public company or an unlimited company two or
more persons must subscribe to the memorandum of association.
CAN I CHOOSE ANY NAME I WANT FOR MY COMPANY?
No. There are some restrictions imposed on the acceptability of a name.
It is particularly important that you should make sure that the name
you want to use is acceptable before you complete your company formation
document. We will do this work for you and is included in our fee.
WHAT IS A REGISTERED OFFICE?
It is the address of a company to which all Companies House letters and
reminders will always be sent. The registered office can be anywhere in England
and Wales, (or Scotland if your company is registered there). To avoid delays it
is important to make sure that all correspondence and notices sent to this
address are dealt with promptly. Any change of a company's registered office
address must be notified to Companies House on form 287.
WHAT OFFICERS DOES A COMPANY REQUIRE?
Every incorporated company must have formally appointed company officers
at all times. These officers are :
- Company Director.
- Company Secretary
A private company must
have at least
- one director
- one secretary (formal qualifications are not required but a company's sole
director cannot be company secretary).
A public company must have at
least
- two directors
- one secretary (formally qualified)
Directors' have wide
responsibilities.
Companies House must be notified on form 288a of the appointment of a new
director or secretary, 288b of an officer's resignation from the company and
288c for changes in name or address etc.
CAN ANYONE BE A COMPANY DIRECTOR?
In general terms yes, but there are some rules of which you need to be
aware. These are:
- Anyone who is an undischarged bankrupt or is disqualified by a court from
holding a directorship cannot be a director unless given leave to act in respect
of a particular company or companies.
- In the case of public limited companies or their subsidiaries, a person
seeking election as a director and who is over 70 years of age, or who reaches
70 years while in office, can only be appointed, or re-appointed, by resolution
of the company in general meeting of which special notice has been given.
- There is no minimum age limit in the Companies Acts for a director to be
appointed in England and Wales. However, a director must be able to consent to
their appointment. You should seek legal advice if you intend to have a very
young person as a director of your company.
- In Scotland the Registrar of Companies will not register for any company the
appointment of a director who is under the age of 16 years. A child below that
age does not have the legal capacity to accept a directorship (Age of Legal
Capacity (Scotland) Act 1991).
- Some persons not of British nationality are restricted as to the employment
they may undertake whilst they are in this country. If you need any further
information about whether such a person can become a director of a UK registered
company you should contact:
Home Office Immigration and
Nationality Department
Lunar House
Wellesley Road
Croydon
CR9 2BY (Tel: 0181 686 0688)
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