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| 1. Limited 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 English and Scottish 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 United Kingdom. |
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- DEAR VISITORS, If you want to become familiar with the description and the contents of UK company formation packages, offered by our company and to find above, what kind of service is included in this or that UK incorporation 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.
Company Formation Services For Just £42.00
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How to set up a Limited Company in England, Scotland, Wales and Ireland?
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International Company Formations
Our company formations service is simple and quick to use. For just £42.00 you can incorporate a brand new limited company complete with memorandum and articles of association and official certificate of incorporation. Electronic Filing service, which means your company will be registered within 6-8 hours, using details supplied by you to form your own digital signature, with you own directors, secretary and shareholder, so that the company is ready for use immediately. This service comes as standard with all of our formations. We provide a secretarial service to ensure that these important statutory requirements are fulfilled, leaving the day to day running of the company to the directors.
Company Formation Services for Just £42.00
See more information about our UK and offshore company formations
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.uk-companies-formations.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.
 Incorporate in the UK:
Did you know? The UK is the most favoured inward investment location in the European Union. The UK attracts around 40% of all US investment in the European Union. Around 45% of UK outward investment goes to the US. About one million Britons are employed by American companies and about one million Americans are employed by UK companies. London is host to more major international corporations than any other European country (It is the HQ of 130 out of the world's top 500 companies).
Historically the UK has depended on international trade more than most countries. These traditions are reflected today in policies welcoming inwards investment and stimulating exports. These policies have resulted in the increasing pre-eminence of the UK among European countries, especially in high technology areas, as a centre for investment for North American businesses expanding into Europe. Also important are the other natural relative advantages of language (especially) and the similarities in many respects between the UK and the USA of business patterns and practices, legal systems and institutions.
These notes are only intended to give an outline guide to some of the current UK legal and regulatory issues which are relevant to overseas companies doing business in the UK and are by no means exhaustive. The legal system in the United Kingdom is both common law and statute based. The UK comprises three separate jurisdictions, England and Wales, Scotland and Northern Ireland. Whilst the laws are similar in each jurisdiction, they are not identical. The information contained in these notes is based entirely on the law applicable in England and Wales. The UK is also one of the 25 member states of the European Union ("EU"). The rules of the EU (which was established by the Maastricht Treaty which added two so-called "pillars" dealing with foreign and security policy and justice and home affairs to the existing economic and monetary pillar embodied in the European Community Treaty) are contained primarily in these and other treaties, and in legislation made by various European institutions, such as the Commission, under these treaties.
One of the fundamental principles which lies at the heart of the European legal order is that European law has priority over any conflicting law of the member states. As a result national courts of the member state are not only bound to apply European law, but may not give effect to any national law which is inconsistent with applicable EU rules. EU law is therefore an integral part of the law in the UK. The UK used to pride itself on being a lightly-regulated jurisdiction, in which if a matter was not prohibited by specific law, it could be regarded as permitted, subject only to the general controls of the common law. That proposition has become increasingly tenuous in the commercial arena, primarily as the UK has been required to adopt into national law, certain mandatory EU Directives. Much of the new regulation relates to specific industry sectors, and is therefore outside the scope of these notes, but some examples are set out below:
Contract Terms: Attempts to limit or exclude liability are regulated under the Unfair Contracts Terms Act 1977, unless the contract is "a contract for the international sale of goods". A contract term or notice will be void if it seeks to exclude or restrict liability for death or personal injury caused by negligence. Limitations or exclusions for other types of loss are not prohibited, unless they are contained in written standard terms of business, in which case they must be reasonable to be enforceable.
The Sale of Goods Act 1979 (as amended), the Supply of Goods and Services Act 1982 (as amended) and other associated legislation contain terms which are implied into contracts for sale between a seller and a consumer in the UK. These include that the goods must be fit for their intended purpose, must conform with their description and must be of satisfactory quality. These implied terms may however be excluded if the agreement is a "contract for the international sale of goods", which is narrowly defined in the relevant legislation.
Under the Unfair Terms in Consumer Contracts Regulations 1994 a contract deemed unfair may be completely void and unenforceable against a consumer. In particular, the statutory implied terms referred to above cannot be excluded in consumer contracts and can only be excluded in other contracts if the exclusion is reasonable.
Consumer Credit: The Consumer Credit Act 1974 requires most businesses that offer goods or services on credit or lend money to consumers to be licensed by the Director General of Fair Trading.
Data Protection: Any legal entity which holds personal data must comply with the Data Protection Principles set out in the Data Protection Act 1998 and in most cases should notify to the Office of the Information Commissioner what data it holds, and for what purposes.
Distance Selling: The sale of goods and services to consumers by distance communications (including telephone sales and e-commerce) is tightly regulated and relevant legislation includes provisions relating to the right of consumers to cancel contracts, and statutory requirements for the provision of certain information to the consumer.
Human Rights and commercial activity: Although the legislation is aimed at public bodies such as government agencies, the fact that the courts of England and Wales are subject to its provisions, means that in practice businesses and individuals can claim rights under the Human Rights Act 1998.
Late payment of debts: All commercial traders are entitled under the Late Payment of Commercial Debts (Interest) Act 1998 to claim interest on late payment of debts from other commercial traders (currently at a rate of 8% above Bank of England base rate).
Advertising Content: Although the UK has only light regulation of what in Europe is often termed 'Unfair Competition' (such as comparative advertising campaigns), the Advertising Standards Authority has extensive powers to investigate complaints about claims made and other content in advertising and marketing materials.
Promotions and Lotteries: There are complicated regulations governing games and competitions and the offer of prizes to consumers.
Guarantees: Sale and Supply of Goods to Consumers Regulations 2002, place a statutory obligation on the seller or the manufacturer to repair or replace or to give a full or partial refund (depending on the circumstances) for goods which do not conform with description or are unfit for the purposes of the consumer. The time limit on this obligation is up to six years from the date of delivery, and in the first six months after delivery the onus is on the seller to prove that the fault was not present at the time of the sale. The Regulations do not apply to services except for unsatisfactory installation of goods. Under the Regulations, guarantees (or "warranties") offered free with a product can now be enforced through the courts.
UK Competition law has been substantially revised by the Competition Act 1998 which embodies most of the main UK legislative provisions on competition. The Competition Act 1998 brought UK competition law into line with competition law in the European Union by introducing prohibitions similar to those under Articles 81 and 82 of the EC Treaty. These provisions prohibit anti-competitive agreements and abuses of market power. Parties found to be in breach by the relevant UK authority (the Office of Fair Trading) face being fined up to 10% of their United Kingdom turnover for the year of infringement, whereas the penalty at the EU level can be as much as 10% of world-wide turnover. As a result of the Enterprise Act 2002, engaging in certain anti-competitive behaviour (e.g. cartels and price fixing) is now a criminal offence punishable by fines and/or imprisonment. A substantial review of the procedures concerning the enforcement of European competition law has now been completed. As a result and effective as from 1st May 2004 certain enforcement powers exercised by the European Commission in relation to Article 81 and 82 of the EC Treaty will devolve to the national competition authorities of the EU member states. The Article 81(3) notification system will also be abolished.
Coddan provides UK company formation services including name registration, UK ready made companies, companies limited by guarantee, flat management companies, subsidiary companies and PLC incorporation. We have assisted thousands of companies around the world establish and maintain their new or existing business formations. Our corporate, tax and securities lawyers have extensive experience in the issues involved in all type of business entities, including corporations, private limited companies, public companies, limited liability companies, limited partnerships, general partnerships, limited liability partnerships and professional associations. Our lawyers advise clients in the choice of entity to utilize for any given business venture. Such advice includes the tax advantages of the respective entities as well as the non-tax or business issues involved in each type of entity. Our lawyers continue their representation of such entities on an ongoing basis and advise the entity and its owners regarding the business issues which arise from time to time (such as labor and employment issues, tax issues, negotiating contracts, securities issues and licensing and regulatory matters).
Our lawyers also represent many entities which are involved in negotiating mergers with other entities or acquisitions of other entities. This representation includes advising the business and the owners on the purchase or sale of a business and on tax-free mergers or other reorganizations of business entities, as well as structuring divisions of an existing entity into two or more new entities. We structure a variety of commercial lending transactions including corporate loans, real estate development loans, asset based loans, agri-business loans, floor plans and home builder lines of credit. Members of our firm advise financial institution clients and their corporate counsel on a daily basis with respect to general lending issues including those relating to UK and Cyprus documentary stamp and intangible taxes, bankruptcy and creditors' rights, environmental concerns and problem loans. We have extensive experience in complex loan workouts.
Our attorneys monitor the latest developments in both tax and non-tax laws affecting estates and trusts and lecture extensively on those subjects around the country to numerous professional groups and organizations. The firm's Trust and Estate attorneys are proficient in analyzing and implementing the latest techniques to reduce estate and gift taxes, including, for example, family limited partnerships, GRATS and charitable remainder and lead trusts. The firm's Trusts and Estates attorneys also advise our clients on the income, gift and estate tax consequences of charitable gifts; handle the negotiation and preparation of marital agreements; provide asset protection planning for individuals; and have extensive experience in the establishment of private and publicly supported charitable organizations, international estate planning and estate and trust litigation, as well as post-mortem tax planning. We recognize that a client's estate planning needs and matters that arise in the course of estate planning and administration frequently require expertise in other areas of the law, and we work closely with the firm's attorneys in other practice areas, including litigation, real estate, corporate and tax, to provide our clients with thorough legal advice.
- UK Taxation For Non-UK Residents:
A person's domicile is the country that the individual regards as his or her natural home. Each person has only one domicile which is normally but not always the country of birth; it can be changed. Ordinary residence is the country where a person normally lives or makes habitual visits, ie visits of three months or more a year over four consecutive years. Residence in the United Kingdom is normally established by someone who visits the UK for at least six months in any one tax year, or three months a year over four consecutive years.
Non-UK source income. Non-UK income is taxed broadly as follows:
UK residents pay tax under Schedule D Cases IV and V on income from overseas trades, professions, property and investments. Income is calculated similarly to United Kingdom income. UK residents who are non-UK domiciled or are UK or Eire citizens not ordinarily resident in the UK, pay tax only on income brought into the UK (remittance basis). Employees who are United Kingdom resident and ordinarily resident pay tax under Schedule E on remuneration from non-UK duties of their employment, in addition to their UK remuneration. Employees who are not ordinarily resident in the United Kingdom, and UK resident non-domiciled employees working wholly abroad for a non-resident employer, pay tax on their overseas remuneration on the remittance basis. Non-UK residents are NOT NORMALLY liable to UK tax on overseas income.
Non-UK residents generally pay tax on their United Kingdom income. Tax may be deducted at source from property income. Only certain non-residents are entitled to personal allowances. They include all Commonwealth citizens, all nationals of European Union states, Norway, Iceland and Liechtenstein and all residents of the Channel Islands and Isle of Man. The United Kingdom income tax liability of a non-resident is subject to an upper limit. The calculation is complex but the broad effect is that no tax is charged on UK bank and building society interest and state pensions paid to non-residents provided they do not claim any personal allowances.
- UK Corporate Tax Regime:
UK corporation tax is charged on the worldwide profits (income plus gains) of any company that is resident in the UK. A company is UK resident if it is incorporated in the UK or if its centre of management and control is in the UK. If a company has a majority of UK resident directors it is likely to be UK resident, although the test is where management is actually exercised.
- Corporation tax rates (2003/4):
Profits less than £10,000 - nil.
Profits between £50,000 and £300,000 - 19%.
Profits over £1,500,000 - 30%.
If profits lie between £10,000 and £50,000 tax is charged on the first £10,000 at 0% and at 23.75% on the balance.
If profits lie between £300,000 and £1,500,000 tax is charged on the first £300,000 at 19% and at 32.75% on the balance. All of the limits referred to above are divided by the number of worldwide trading companies under common control.
- Basis Of Corporation Tax Charge:
The computation of taxable profits consists of disallowing certain items of expenditure, most notably capital items, depreciation and entertaining. In place of depreciation a capital allowance is given on most plant and machinery at a rate of 25% on a reducing balance basis. Plant and machinery includes items such as furniture, computers, and most shop fittings. Depending upon the size of the company and the type of expenditure first year allowances ranging from 40% to 100% of qualifying expenditure may be available. Buildings do not generally attract capital allowances although a 4% allowance is given on factories and hotels. Expenditure in respect of certain types of innovative research and expenditure may qualify for enhanced tax allowances equivalent to 125% or 150% of the expenditure actually incurred dependant upon the size of the company.
- Transfer Pricing:
Transfer pricing rules allow the UK tax authorities to dispute the price charged for sales between connected parties and to tax the parties as if the transactions were at an open market price. In the US the IRS has similar powers and it is therefore important that any charges between a UK and a US company can be justified as commercial pricing. As the UK corporation tax system is one of "self assessment" the onus is on the company to have their inter group pricing arrangements documented in a fashion that supports the contention that they have been set using the arm's length principle (i.e. that the terms are identical to those which would have been agreed between two unconnected parties when undertaking transactions with similar conditions). The transfer pricing rules extend to the area of "Thin Capitalisation". In this area the UK tax authorities can disallow interest paid to an overseas parent to the extent that inter company borrowing exceeds that which would be commercially available from a bank. A subsidiary will therefore normally need to be funded by a mixture of share capital and inter company debt. There are no absolute rules on what constitutes thin capitalisation. The UK tax authorities will try to take a commercial view of what an independent lender, such as a bank, would be prepared to lend the business, taking into account such factors as security, interest cover etc. - UK Personal Tax Regime:
Individuals are chargeable to income tax on their worldwide income if they are UK resident. However, for individuals who are not UK domiciled, i.e. they do not intend to remain in the UK indefinitely, special rules apply. A non-UK domiciled individual is only taxable on overseas income and gain to the extent that the money is brought into the UK. The rules in respect of domicile are currently under review and significant changes to the basis of taxation for non-UK domiciled individuals are widely expected.
- Personal Tax Rates (2003/4):
First £4,615 - nil.
Next £1,960 - 10%.
Next £28,540 - 22%.
Remainder - 40%.
There are few allowable deductions for individuals. Capital gains tax is charged at the individual's highest rate of tax on disposals of capital assets. However, business assets (most commonly shares in a trading company in which an individual works) benefit from taper relief which will generally reduce the effective rate of tax on any gain to 10% after two years of ownership. It may be possible for a non-UK domiciled individual to avoid capital gains tax on the disposal of shares in a UK company if they are held in an offshore trust. However, this structure may not be effective for US tax purposes.
Inheritance Tax ("IHT") is charged at 40% on death and at 20% on certain lifetime transfers. Each individual has an exemption, currently £255,000 below which no tax is payable. Individuals domiciled in the UK are subject to IHT on their worldwide assets whereas non-UK domiciled individuals are generally only subject to IHT on their UK assets. There are a wide range of exemptions and reliefs which may be available to mitigate IHT charges.
National Insurance is a payroll tax used to fund the Welfare system. It consists of both employers and employees contributions. The employee suffers a deduction of some 11% of salary, on amounts between £89 and £595 per week and 1% on salary in excess of £595 per week. The employer pays 12.8% of salary in excess of £89 per week but with no upper limit.
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£ 150.00
Bookkeeping & Accounting: We can relieve you and your staff of an enormous burden by taking care of all your bookkeeping and accounting needs, including the preparation of your annual accounts.
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