FAQ - Frequently Asked Questions

Can I set up a UK limited company if I live outside the UK?

Yes. Any person can set up a UK limited company. It is not necessary for directors or shareholders to be resident in the UK although your registered address must be in the UK. You cannot act as a director if you are bankrupt or are under the age of 16. There are a number of benefits in registering a UK company for people living in other countries:

  • The cost of incorporating in the UK is much lower than many other countries
  • The company can be incorporated with only one shareholder and one director
  • There are no minimum capital requirements
  • The process is much quicker than elsewhere – it takes only a few hours to register a UK company
  • There is no need to use a lawyer, magistrate or notary
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Can I choose any name I want for my new limited company?

The rules on the availability of names are quite complex. In general you can use any company name that is unique. The name must end with the word ‘Limited’ or its abbreviation ‘Ltd’ and you cannot use a name that contains abusive or offensive words. When considering whether a name is the ‘same as’ another already registered, certain words such as ‘the’, ‘&’ or ‘and’, ‘company’, ‘co’, ‘www’, ‘UK’, ‘EU’ and ‘international’ (plus many others) are ignored when comparing similarity in names.

For example, if a company called ‘John Smith Limited’ already exists, you will not be allowed to register ‘John Smith & Company Limited’.

There are many other examples of words that are considered ‘same as’.

In addition, there are a large number of words considered to be ‘sensitive names’ which require specific consent from various regulatory organisations before they can be used. This list is extensive but includes words such as ‘European’, ‘British’, ‘charity’, and ‘authority’.

Our ordering system will not allow you to submit a name that is the same as another on the register. However, this is a very complicated matter and if you are struggling to find your most suitable name, please contact us.

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How can I provide a UK address for the registered office if I live overseas?

All UK companies must have a registered address in the UK. We will provide a registered office for your company as part of our Registration Agency Service. This allows for the service of routine paperwork and official correspondence from the authorities. We have facilities at our head office in Cheshire or at a prestigious London address. If you need to change this to an alternative UK address after incorporation we will prepare the necessary paperwork to do this.

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Will I be able to use my registered office address for business correspondence?

As part of our standard service, your registered office must not be used as a general business correspondence address or named as your usual place of business. If you wish to use our address for general correspondence you can sign up for the Business Mail Address service. For an additional annual fee we will handle all your business mail and send it to your specified location. This service will help to enhance the status of your company and demonstrate a presence in the UK.

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Will my company details be available to the public?

The UK company registry known as Companies House keeps records of all details for UK limited companies. Information made available to the public includes names and addresses of directors, company secretary and shareholders, and the company’s governing document known as the Articles of Association. The record also includes annual returns showing a summary of these details plus annual financial statements. Any changes of details such as addresses or ownership of shares must be communicated to Companies House on official forms together with any changes to the Articles of Association.

Any failure to comply with these regulations is a criminal offence and can lead to prosecution of the directors and removal of the company from the register. Our Registration Agency Service ensures that all these details are kept up to date for you, so you will have no worry that your company complies with the law.

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If I am a director, do I have to give my residential address?

All Directors must give their usual residential address. However, you may choose to keep this confidential from the public record. Directors may choose to submit a service address for the public record. Their residential address must still be given to Companies House, but this will then only be available to law enforcement or licenced credit reference agencies.

Our Registration Agency Service includes the automatic provision of a Directors Service Address to preserve the confidentiality of your company directors. This can be changed or removed at a later stage if required.

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How many people are required to form a UK limited company?

A UK limited company can be set up with just one person. It must have at least one director who can also be the sole shareholder. There is no limit to the number of directors or shareholders. A company secretary is recommended for overseas clients.

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Do I need a company secretary?

UK companies are not required by law to have a company secretary but it is strongly recommended that companies managed by foreign directors or with their management outside the UK use the services of a professional UK Company Secretary. This is included as part of our Registration Agency Service.

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How many shareholders can a limited company have?

A company can have any number of shareholders. There must be at least one shareholder, as a company cannot exist without a share capital. There is no limit to the number of shares that can be held by an individual.

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How many shares should be issued?

The shareholding of a company determines its ownership, and this is usually structured very easily. If your company is to be wholly owned by yourself, you only need a single share issued in your name to begin with. Alternatively, if you wish to distribute the value of the company amongst family members or investors, 100 shares will usually give the flexibility required.

There is little need to issue more than the minimum number of shares unless you are allocating shares based on larger financial investment in the company when it would then be appropriate to issue more shares to represent each individual’s financial investment.

Note that in the event of the failure of a business, a shareholder will be responsible for any amount outstanding on shares registered in his name that are not fully paid at the date of receivership. It is not advisable to allot large numbers of unpaid shares upon incorporation unless you know that shares will be paid for. Limited company share structures are very flexible and can easily be altered at a later stage.

If you use our Registration Agency Service, we will give advice on share structuring when you need it.

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What other services do I need if I live overseas?

Company Seal: If you operate your business outside the UK or if you are likely to enter into contracts with non-UK customers, it is possible that you will need an official company seal for the company to complete legal documents.

Apostilled Documents: Proof that the company is properly constituted in the UK may be necessary if you plan to open bank accounts elsewhere. Certified and Apostilled (legalised) company documents may be required. Foreign authorities and banks often require company documents to be legalised before they will allow documents to be used for official purposes in their country.

Certificate of Good Standing: Proof of the establishment of the company is often a requirement in many countries. A Certificate of Good Standing from the UK registry will be useful. This is an official document from Companies House that verifies the registration and status of your company.

Accountancy: You may need the services of a professional accountant in the UK to assist in the preparation of financial statements and to deal with tax matters.

Company Secretary: You will need to comply with UK regulations on filing of statutory documentation with Government Agencies. You will probably need the services of a professional company secretary to ensure this is all done correctly.

Trademark Registration: If you are operating in the UK, your products or services may be at risk of being copied by others. It is advisable to protect your valuable brand names, business name or logos with UK Trademark protection, which we can do at a relatively low cost.

UK Incorporate can provide all of the above services.

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Must I have a Registered Agent in the UK?

There is no official status of ‘Registered Agent’ in the UK. However, if you are based overseas, it is highly advisable to engage the services of a professional to fulfil the role of company secretary to ensure that your company documents are maintained correctly.

It is a criminal offence if statutory records are not kept up to date, or if documents are not filed on time at Companies House.

UK Incorporate has developed the Registration Agency Service that fulfils all these requirements and assists in the maintenance of company records. We will ensure that your company completes all its legal obligations in good time.

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What are "Statutory Records"?

According to the Companies Act, all UK companies are required by law to maintain various registers that record the details and structure of the company. These are known as statutory records and include:

  • Register of Application and Allotments of Shares
  • Register of Directors
  • Register of Directors’ Residential Addresses
  • Register of Secretaries
  • Register of Members (Shareholders)
  • Register of Transfers of Shares
  • Register of Mortgages and Charges
  • Minutes of Meetings of Directors and Members
  • Share Certificates

It is a criminal offence if these records are not kept up to date.

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What is "Companies House"?

Companies House is the UK Government Agency responsible for recording the incorporation of UK companies, and maintaining public record information on all UK companies. The Registrar of Companies is the chief officer of Companies House who has the power to initiate investigations and prosecutions against directors who commit offences against the Companies Act.

The main functions of Companies House are:

  • to incorporate and dissolve limited companies
  • to examine and store company information delivered under the Companies Act and related legislation
  • to make this information available to the public
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Will my company have to file accounts and financial statements in the UK?

Yes. All UK registered companies must file financial statements (accounts) every year with Companies House. There are rules to determine the amount of information that must be supplied in the accounts depending on the size of the business, and companies that have no trading activity must file dormant accounts. Regardless of whether a company trades in the UK, in a foreign country or via a branch registration in a foreign country, it must file financial statements here. Even if the company is exempt from paying tax in the UK, it must still file trading accounts at Companies House.

In addition, if a company is active in the UK and is subject to UK tax, it must also file full trading accounts with HM Revenue & Customs.

There are financial penalties imposed on companies that are late in filing accounts at Companies House. Limited companies must file their accounts within 9 months of their financial year-end. The company’s first accounts must be filed no later than exactly 21 months from the date of incorporation. The Courts will enforce penalties and if not paid, directors may face prosecution and the company may be removed from the register.

We can assist you in filing these financial statements, or in finding you an accountant to help prepare your accounts for you.

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How is my financial year-end determined?

Your company’s financial year-end (known as the Accounting Reference Date, or ARD) is automatically determined to be the end of the month in which the anniversary of the company occurs. For example if your company is incorporated on 14 March 2012, the ARD will be 31 March in each subsequent year, commencing 31 March 2013.

The ARD can be changed within certain guidelines, but this is a complicated issue and subject to various rules and regulations. Our staff will advise you as part of our Registration Agency Service if this becomes important.

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What responsibilities does a director have after the limited company is formed?

Every company director has a personal responsibility to deliver statutory documents to Companies House as and when required by the Companies Act. These include accounts (financial statements) and the annual return that is a record of the directors and shareholders of a company. Changes to the company’s directors, shareholders or service addresses must also be recorded.

In addition, directors of course have a legal responsibility to ensure the company is managed properly within the law and they have a duty to follow the regulations set out in the Companies Act. For the first time in UK law, the new Companies Act sets out a codification of directors duties and responsibilities.

We will advise you in more detail as part of our Registration Agency Service. All the filing requirements under the Companies Act are included in the service.

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What happens if I do not submit my Accounts or Annual Return to Companies House?

Companies House is entitled to prosecute directors for failing to submit documents on time. This is a criminal offence and upon conviction directors can be fined up to £5,000.

There is a separate civil penalty imposed on the company for the late filing of Accounts. Accounts must be filed within 9 months of the financial year end.

If Companies House believes that the company is no longer carrying on business they have the power to remove a company from the register. If this happens all the assets of the company including its bank account and property become the property of the state.

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Do I need to be VAT registered?

The basic rule is that any company trading in the UK whose annual taxable supplies exceed £73,000 must register for VAT. You can also register voluntarily for VAT even if your value of taxable supplies is below the threshold. Once registered for VAT you will have to charge VAT (currently 20% in the UK) on your products and services, however you will be able to reclaim VAT paid on purchases.

If your company is not to carry out business in the UK and operates entirely overseas, local tax or VAT rules will apply.

VAT is a complicated subject and cannot be explained fully here. You may need the services of a qualified accountant or VAT expert to ensure you comply with the rules correctly.

Please let us know if you need further advice and we shall be happy to help. If required we can deal with HMRC to register your company for VAT.

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Do I need an accountant in the UK?

If your company is operating in the UK it is strongly recommended that you appoint a qualified accountant to handle your company affairs here. You will benefit from good financial advice especially in matters relating to tax. Your company will be subject to corporation tax if it is active here, and this must be handled carefully to minimise your liability. You will also need to prepare financial statements for submission to HM Revenue & Customs and to Companies House. These must be prepared according to strict regulations.

We work with accountants in the UK who are experienced in dealing with overseas clients and we will be happy to make an introduction.

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Do I need a company bank account in the UK?

Although you will need a company bank account to carry out business, there is no requirement for the account to be in the UK or with a UK bank. Subject to rules in your own country, the company’s bank account can be anywhere in the world. Within the UK we have a close relationship with HSBC Bank and we will be happy to help you to arrange banking facilities through our contacts if you require. We do not charge for this service.

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Can I speak in person to one of your staff if I have a question that is not answered here?

Yes, but at present we only have English speaking staff. If you are unable to converse in English, please email us and we shall do our best to translate your email using automatic online translation services. Telephone: +44 (0)161 440 8884 or email info@ukincorporate.com.

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How do I place an order?

Simply access our online order pages and you will be asked to enter all the information we require to set up your company correctly. Our order system is simple and easy to use and has comprehensive guidance to help you through the process. Please note the following section to ensure you have the necessary information available before starting your order.

When placing your order, you must use English characters. You cannot register names using foreign language text characters or accents as these are not accepted by Companies House.

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What information will I need to complete my company formation?

You will need the following details for every person who is to be appointed as a Director or Shareholder of the company in order to place your UK limited company formation order request:

  • Full name (including middle names - not initials)
  • Residential address including postal code
  • Date of Birth
  • Nationality
  • Business Occupation
  • Passport or national identity card number*
  • Telephone number*
  • Town of birth*

*These details are required to create an electronic signature for each person, and also contribute towards our Anti-Money Laundering checks. This information is kept confidential, and only three digits or characters of each of these are submitted to Companies House as part of the electronic signature.

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Do you require any documentation in respect of Anti Money Laundering Legislation?

Yes. UK company registration agents are subject to strict Anti-Money Laundering Regulations and we are required by law to obtain proof of identity for all individuals with whom we create a business relationship. We will require the following in respect of every director and shareholder:

  • Copy of Passport or National Identity Card
  • Copy of bank statement or credit card statement showing the usual residential address of the account holder. Note: this cannot be a document that has been printed from the internet.

Copies must be certified as true copies of originals by a recognised official such a Lawyer, Post Office employee, Notary, Police or Magistrate as follows:

  • The certifying signature must be accompanied by the words (in English) “I hereby certify this to be a true copy of the {passport}{identity card}{bank statement} of Mr xxxxxx”
  • The official stamp or seal of the organisation and person certifying the document must be shown
  • The full name and address of the organisation and the person certifying the document must be shown
  • Do not send original documents
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Will a delay providing my identification slow down the incorporation of my company?

When you place your order we will ask you provide identification for all directors and shareholders named in the company. We must collect this information before we can provide any services. In order to speed up your incorporation, we ask that you send us electronic copies by email or by fax. Once we receive these, your company will be incorporated within only a few hours.

However, we will still require you to send properly certified copies of your identification papers as detailed in the section above by mail. It is a legal requirement that we have hard copies of these documents. If not, we will be obliged to cease our business relationship with you and we cannot refund any monies paid for our services if we are obliged to cancel a service due to non-compliance with the requirement for identification.

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Why do you not accept Credit Card payment?

As company policy we do not accept credit card payment from overseas customers. This is to protect us against credit card fraud as it is virtually impossible for us to take action to recover losses if monies are charged back to unauthorised card payments in foreign jurisdictions. In addition, as noted above, we are subject to Anti Money Laundering Regulations, and collection of payment from customers from a direct bank transfer also forms part of this process.

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What if I no longer want to use your service?

You may cancel the service at any time, however, we cannot give any refunds of fees.

If you wish to maintain your company after you leave us, you will need to change your registered office address and director service address to an alternative UK address. You will also need to change your company secretary and arrange to maintain your records separately. Once the service is terminated we can no longer forward any mail received at our address.

If you wish to close your company, we can assist in the dissolution of the company from the UK register, after which no further services will be necessary.

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Company Registrations Online Limited is a company registered in England and Wales with company number 3838753, VAT registration number 732 4047 59

Telephone: +44 161 440 8884     Fax: +44 161 439 4484     Email: info@ukincorporate.com