UK companies incorporation process:
Legal entities in the UK are registered by the dedicated national authority, Companies House, who are responsible for registration and supervision.
The structure of UK companies:
Limited liability Company (LTD):
Companies eligible for registration must submit a set of documents to Companies House comprised of the Memorandum and Articles of Association and special forms with details of directors, the secretary and the registered address of the company.
Companies must have at least 1 director and only natural persons can act as director of a company. There is no residency qualification.
If required, we can provide the services of local (nominee) directors to secure total confidentiality and complicity with UK Law.
Companies must have at least 1 shareholder who can be a natural person or a corporation and there is no residency qualification. The shareholder can also act as director. Should the potential beneficiary of the company require total anonymity, our firm can provide nominee shareholders.
A secretary is mandatory. The secretary may be a natural person or a corporation and there is no residency qualification. The director may act as the secretary subject to the presence of two or more directors in the company.
Should you need the services of a real secretary, we can provide such services. Please contact our virtual office representative for detailed information.
UK companies must have a registered office and a registered agent is mandatory.
Standard authorised share capital is £1,000 divided into the relevant number of shares with a £1 par value. There is no requirement for payment of capital. The Law contains no regulations as to the amount of capital required for the issue of shares. Shares of the company may be ordinary, preferential and with or without voting rights. Bearer shares are prohibited.
Registration period is 3-4 days. Shelf companies are available.
Accounting and auditing:
According to legal provisions, UK incorporated companies are required to maintain accounting and submit financial statements and tax declarations to the relevant authorities.
- Annual Returns with information on the company that includes details of the directors, shareholders, capital and registered office must be submitted to Companies House within 28 days after every 12 month anniversary of registration;
- Annual Accounts containing the balance sheet and financial statements for the calculation of tax are to be submitted to Companies House within 10 months after the end of each financial year.
Audited financial statements must be submitted if turnover of the company exceeds £5,600,000.
Failure to submit financial statements within the specified period will incur considerable penalties.
- Annual Tax Returns detailing profit for the reporting period and the amount of taxes paid must be submitted to Her Majesty’s Revenue and Customs Department (HMRC) within 12 months after the end of each reporting period.
In the case of a breach of the above period for the submission of a tax declaration, penalties are applied and the Tax Office may fix the amount of tax according to their assessment and the company is obliged to pay the deemed tax and penalties. Reports are submitted on-line.
Public information in the registers:
The UK Register is open to the public and information on directors and shareholders is freely accessible. Beneficiary information is not recorded in the Register and is closed to the public. It is strongly recommended to use nominee services.