LIMITED PRIVATE COMPANIES
KEY CORPORATE FEATURES
Type of Entity – Private Limited Company
Type of Law – Common
Shelf Company Available – Yes
Our time to Establish a new Company – 1 to 8 days
Minimum government fees (excluding taxation) – N/A
Corporate taxation – 19% to 30%
Double Taxation Treaty Access – Yes
Standard Currency – GBP
Permitted Currencies – Any
Minimum Paid Up - £ 1
Usual Authorised - £ 1,000
Minimum Number – One
Local required – No
Publicly accessible records - Yes
Location of Meetings – Anywhere
Minimum Number – One
Publicly Accessible Records – Yes
Location of Meetings – Anywhere
Required – Yes
Local or Qualified – No
Requirements to Prepare - Yes
Audit Requirements – Yes, but small company exemption (*)
Requirements to file accounts – Yes
Publicly accessible accounts – Yes
(*) The audit exemption is being increased from £1m to £5.6m from 30 March 2004
Requirement to file annual return – Yes
Change in Domicile Permitted - Yes, but subject to approval of Inland Revenue
A 'custom-made' UK company formation has many advantages over an 'off-the-shelf' company. It is usually more economical to incorporate a company with the client's choice of name, directors, shareholders and authorised share capital than to purchase a shelf company and change these particulars after incorporation.
The intended situation of the registered office must be stated from the outset. If they wish, clients may be named as the first director and secretary.
A same day incorporation service is available from Companies House for an additional fee.
Type of Company for International Trade and Investment
Private ('Ltd') or Public Limited Company ('PLC'). It should be noted that there are two types of PLC, one whose shares are quoted publicly and listed on an International Stock Exchange; the other operates as a private limited company. The regulations affecting quoted PLC's vary from those covered in this paper and specialist advice must be taken.
PROCEDURE TO INCORPORATE
Submission of Memorandum and Articles of Association, Declaration of Compliance and Statement of the First Directors and Secretary and notification of the situation of the Registered Office with the requisite fee to Companies House.
RESTRICTIONS ON TRADING
Yes, for specified s, which include banking, insurance, financial services, consumer credit and related services. A PLC cannot commence trading until the minimum share capital of £50,000 has been allotted.
LEGAL POWERS OF COMPANY
A Company incorporated in the United Kingdom has the same powers as a natural person.
LANGUAGE OF LEGISLATION AND CORPORATE DOCUMENTS
English or Welsh.
REGISTERED OFFECE REQUIRED
Yes, must be maintained in England or Wales.
Any name that is identical or too similar to an existing company; any name which would be considered offensive or suggests criminal activity; or any name that suggests the patronage of the Royal Family or which implies an association with Central or Local Government of the United Kingdom. Restricted names which usually require a licence or other Government Authority include the use of the following words:- assurance, bank, benevolent, building society, Chamber of Commerce, fund management, insurance, investment fund, loans, municipal, reinsurance, savings, trust, trustees, university or their foreign language equivalents for which the approval of the Secretary of State is first required.
LANGUAGE OF DOCUMENTATION
Whilst the name of company can be in any language, the documentation must be in English. Any name in a language other than English must be accompanied by a certified translation to ensure that the name is not restricted. However, if the company is incorporated in Wales, documentation in Welsh will be accepted.
DISCLOSURE OF BENEFICIAL OWNERSHIP TO AUTHORITIES
No, but disclosure may in certain circumstances be required for accounting purposes. (Accounts must be filed and are available for inspection by the public).
AUTHORISED AND ISSUED SHARE CAPITAL
Corporation tax (which includes Capital Gains Tax) is paid by UK companies based upon accounts, which are submitted to the Inland Revenue and the Registrar of Companies at the end of the company's financial year. A company is free to choose its financial year-end. Companies pay corporation tax at the rate of 19% where the net profit before tax does not exceed £300,000.
The tax payable increases thereafter in stages until the net profit before tax reaches £1.5 million where the top rate of corporation tax is charged at the rate of 30%. These limits for the lower and higher rate of corporation tax apply to the total profits (worldwide) of companies and associated companies. Obtaining the lower rate of tax can be problematic for UK companies owned outside the UK.
DOUBLE TAXATION AGREEMENTS
The United Kingdom is party to more double tax treaties than any other sovereign state.
FINANCIAL STATEMENT REQUIREMENTS
All UK companies are required to file accounts prepared in statutory form with the Registrar of Companies and the Inland Revenue. Companies whose annual turnover does not exceed £1,000,000 are not required to file independently audited accounts and in such cases the directors must self-certify the accounts.
The UK system of taxation, subject to conditions, offers commercial opportunities to reduce tax payable for those engaged in international business. Further information is available on request.
OFFSHORE INCORPORATION SERVICES
COMPANY FORMATION & MANAGEMENT SERVICES
TAX PLANNING AND ASSET PROTECTION SOLUTIONS
INTERNATIONAL BUSINESS COMPANIES
PRIVATE LIMITED COMPANIES
LIMITED LIABILITY COMPANIES
LIMITED LIABILITY PARTNERSHIPS
PRIVATE & FAMILY FOUNDATIONS
PANAMANIAN LICENSED FINANCIAL CORPORATIONS
NEW ZEALAND OFFSHORE FINANCIAL INSTITUTIONS
SECURE & CONFIDENTIAL NOMINEE STRUCTURES
INCORPORATION IN EUROPE AND
MAJOR INTERNATIONAL OFFSHORE CENTRES
WORLDWIDE FULL SERVICED VIRTUAL OFFICES