The term ’offshore’ is not used in UK legislation or in describing company forms. In UK there are no specific forms of company or other entities designed for offshore operation.
Private limited liability companies are the most common form of business entity used in UK. The essential features of a private limited liability company are that the liability of members is limited to the amount of share capital subscribed to.
UK companies must use the suffix Limited or Ltd to denote limited liability and can use any name unless it includes words such as Empire, Crown, Imperial, Windsor, Royal, Assurance, Bank, Building Society British, National, Great Britain, United Kingdom, England, English, Scotland, Scottish, Wales, Welsh, Ireland or Irish – (if the words are used as a suffix, they are normally allowed). The initials GB or UK do not require approval.
’European’ – will not be approved if they imply unjustifiable connection with EU. ‘International’ – as prefix major activity must be overseas trading, as suffix, company activity must be in 2 or more overseas countries or any other words deemed sensitive or offensive.
MEMORANDUM AND ARTICLES OF ASSOCIATION
A company is formed by submitting its Memorandum and Articles of Association to the Companies House along with the registration fee. Every company has a Memorandum of Association (except for an LLP), which determines its name, where its registered office may be situated and what it may do (its objects). The rules for the conduct of the companys internal affairs are contained in its Articles of Association. There is a standard form for the articles (in the case of a company limited by shares known as Table A), but this may be modified.
The minimum number of shareholders is one, the maximum number of shareholders is fifty in the case of a private company. Corporate shareholders are allowed. Shares may be held jointly by two or more people.
Certain information about company shareholders will be disclosed on public record.
There is no statutory minimum or maximum capital for a private company. It is now possible to set up a company with only one member and for that member to have only one share, but this is exceptional. Share capital in usually 1,000 pounds or above.
DIRECTORS AND SECRETARY
According to the Companies Act every company must have at least one Director physical person of any nationality.
Details about company directors are disclosed on public record.
PLEASE CONTACT US IF YOU ARE INTERESTED IN OUR NOMINEE DIRECTOR SERVICES.
Every company must have a registered office, which is the address to which any formal communications may be sent. The company may change its registered office at any time by completing form 287, but the change only takes effect when it is registered at Companies House. The registered office must be a physical location as people have the right to visit the office to inspect certain registers and other documents. They should also be able to deliver documents there by hand. The registered office can be anywhere within the area stated in the company’s memorandum. For a company incorporated in England and Wales, this will usually be England and Wales, but it may be just Wales. For a company incorporated in Scotland, it must be Scotland.
Company meetings need not be held in UK.
TIME NEEDED FOR FORMATION
Usually it is 1 working day.
RECURRING AND MAINTENANCE FEE AS FROM 2ND YEAR
- Provision of registered office
- Provision of company Secretary
- Preparing and Submission of Annual Return