The investment climate in the UK is very favorable and attractive to investors from various industries. According to data for 2018, more than 5,7 million private entrepreneurs conduct their business in the country. Nevertheless, some questions, regarding the procedure for registering a company in Britain, still become a stumbling block for many.
The first thing, that needs to be carefully considered before registering, is the type of company. Main markers, that will help classify your business are: the main goal of the company, conditions of ownership, a responsibility and a management structure. Today, the UK market is dominated by private limited companies. They are founded in accordance with the Companies Act 2006.
Each person, who wants to launch a business project, will inevitably have to go through the following stages of registering a company in England, before submitting data to the Register of companies:
The legal/management base of the company consists of the following documents:
- A Memorandum of Association. This small document states the founder’s desire to open a business together with other members of the organization.
- The Association Charter. This is the main document, containing comprehensive and detailed provisions on the scope of the company, which must be approved by its members. It establishes general methods for resolving disagreements and making decisions within the company, and determines the general procedure for holding meetings, appointing members of the board of directors, and working with shares. This part is very important to ensure, that the company will operate as a streamlined mechanism. A company incorporated in the UK may use the Charter model blanks as a basis for developing a regulation or stipulate, and approve its own articles.
If you require support in preparing all basic and supporting documents for the establishment of a commercial organization in the UK, contact our specialists.
A company name
Key requirements for a Private Limited Company in the UK:
- The name must be unique. It is not permitted to set up a company with the same name as existing or differing only in index (for example, “Grand Design Ltd.” is identical to “Grand Design (UK) Ltd.” in accordance with all rules).
- The name should not contain provocative expressions. The use of words, that show a national superiority, a sponsorship or a protection of the government, or certain organizations, a special business status or functions on behalf of the company, is possible only with the official permission of the secretary of state or another legal entity.
- The name cannot contain any words or phrases, associated with the Royal Family.
- The name is created without the use of characters such as # and @, characters, or punctuation marks.
- The title should avoid insults of any kind.
- The name should contain at the end of the word "Limited" or Ltd "(or the Welsh version).
An official address
The company must have an officially registered physical address in order to receive mail and be able to work with the Registration Chamber and Her Majesty's Office for Taxes and Customs Duties. This address will also be used to publicly verify the company's official registries. In case, this is undesirable, the company can create an alternative inspection site (SAIL).
All company documents, physical and digital forms of information, that represent a legal entity, must contain an address.
Please note, that our specialists accompany clients at all stages of registering a company in Britain, including providing legal assistance in registering an office in the official Registries of this jurisdiction.
The first persons of the company
A company must be managed by a living person, not younger than 16 years old, who has not been deprived of management rights. The company must have at least one director. Although a corporation may be a legal entity, it should still be represented by an individual acting as director. Enterprises preferably have at least two directors to avoid disruptions to the business, if the director resigns or is unable to work for some reason.
Guidelines for the management and distribution of duties and affairs of directors are presented in the Articles of Association. In addition, it contains clauses on the appointment of a proxy, listing its capabilities and responsibilities, provided by company members in accordance with the law and terms of the contract.
Deciding to register a company in the UK, you should know, that you can manage the company from abroad. In this case, directors must submit their residence data to the Registration Chamber. The registered office address can be used as a service address, which will ensure the anonymity of the address of residence on public resources.
A company secretary
A company secretary may be represented by a private individual or a corporation. It is not necessary to have a secretary in a Private Limited Company, as its functions can be transferred or distributed among members. However, if the Charter contains provisions, that require a company secretary, then he must work for the company.
A statement of the capital
The Charter includes the information about the capital of the company and the structure of shares, which can be represented by different classes with different rights, such as the right to capital, dividends, voting or repurchase rights.
Persons with a significant control
The UK legal system seeks to implement a transparent and robust policy towards companies and clients. For these reasons, any person with significant control should be registered in order to reflect the real situation of who owns and controls the company. This measure is aimed at stopping money laundering and punishing violators of the law. To top it all off, this should optimize a corporate behavior.
An individual or a legal entity, that has one or more rights, related to the ownership, a voting, the appointment of directors or managing the affairs of a company, is considered to be a person with a significant control.