The Harsh Realities.......

It is important to check that the name you want is acceptable to Companies House.

Briefly, the restrictions are that:

· you cannot register the same name as another company;

· the use of certain words is restricted; and

· names likely to cause offence are not allowed.

It is also important to check whether your chosen name is similar to any other names already on the register. If your chosen name is too like another name, an objection could be made within the 12 months following the incorporation of your company and you could be directed by the Secretary of State to change the company's name
 

What is a registered office?

The registered office is an address in England or Wales (or Scotland if your company is registered there) where documents can be delivered to the company. If a company changes its registered office address the new address must be notified to Companies House on Form 287.

Valid addresses

Companies House uses the Post Office address file to verify addresses; so, to avoid delays, please ensure that your proposed registered office address is recognised by the Post Office and always give the correct postcode on forms sent for registration.

What is the minimum number of officers a company requires?

Every company must have formally appointed company officers at all times.

A private company must have at least:
one director;
one secretary - A company's sole director cannot also be the company secretary.
 
You must tell Companies House about:
the appointment of a new officer - use form 288a
an officer's resignation from the company - use form 288b
changes in an officer's name or address Form 288c

Can anyone be a company director?

You can't be a company director of a Limited Company if you are an undischarged bankrupt or disqualified by a court from holding a directorship, unless given leave to act in respect of a particular company or companies;

There is no minimum age limit in the Companies Act for a director to be appointed in England and Wales. However, he or she must be able to consent to their own appointment.

How do I issue more shares?

The stock transfer form (J10) is used to transfer the original subscriber share to the new shareholder. If you wish to issue further shares up to the authorised share capital form 88(2) should be completed and sent to the Registrar of Companies.

What period should the accounts cover?

A company's first accounts must start on the day of incorporation. The first financial year must end on the 'accounting reference date' or a date up to seven days either side of this date. Subsequent accounts start on the day following the year-end date of the previous accounts. They end on the next 'accounting reference date' or a date up to seven days either side.

How is the accounting reference date set?

The accounting reference date is the date in each year to which accounts will be drawn up. The date depends on the date of incorporation as it is the last day of the month in which the anniversary of incorporation falls. For example, if your company is incorporated on 2 July this year, the accounting reference date will be 31 July, and its first financial year must end on 31 July next year (or within seven days of that date).

Can the accounting reference date be changed ?

Yes. You may change it by sending Form 225 to the Registrar. You must do this during the accounting period affected by the change or during the period allowed for delivering the associated accounts.

How long do I have to deliver accounts?

The first accounts of a private company must be delivered:

· within 10 months of the end of the accounting reference period; or

· if the accounting reference period is more than 12 months, within 22 months of the date of incorporation, or three months from the end of the accounting reference period, whichever is longer.

What about annual returns?

Every company must deliver an annual return to Companies House at least once every 12 months. It has 28 days from the date to which the return is made up to do this.

To help you meet this filing requirement, they will send a pre-printed 'shuttle' form to your registered office a few weeks before the anniversary of incorporation. This will show the information that you have already given to them.

All you have to do is:

· check that the details are still correct;

· amend any that are not; and

· send the form back, signed and dated, within 28 days of the date of the return which is shown on the front of the form.

There is a filing fee of £15, which must be sent to them with the annual return.

What happens if I don't send the information to Companies House on time?

It is easy to lose confidence in a company that doesn't meet its legal obligations. If you don't tell Companies House about your company's financial state on time, and you don't send in details of changes, anyone wanting to do business with you will not have access to the most up-to-date information about your company. It could cause trading problems or affect your company's credit rating. It could even stop a potential investor from putting money into your company, or prevent you from getting a loan when you need it.

If your accounts are delivered late, there is an automatic penalty. This is between £100 and £1,000 for a private company and between £500 and £5,000 for a PLC

In addition, directors may be prosecuted for not filing certain documents. If convicted, they will have a criminal record and be liable for a fine of up to £5,000 for each offence. In some cases, they could also be disqualified from being a company director or taking part in the management of a company for up to five years.

What if the company doesn't take-off or I no longer need it?

Private companies that have not traded or otherwise carried on business for at least three months may apply to the Registrar to be struck off the register..

What is a memorandum of association?

This document sets out:

· the company's name,

· where the registered office of the company is situated (in England, Wales or Scotland); and

· what it will do (its objects). The object of a company may simply be to carry on business as a general commercial company.

Other clauses to be included in the memorandum depend on the type of company being incorporated.

Our standard memorandum trys to cover most business types so you will be able to trade without restriction, however you should take professional advice if concerned. We provide both the articles of association and memorandum in electronic format so they are easy to amend if required at some point in the future.

What are the articles of association?

This document sets out the rules for the running of the companies internal affairs.

Where must the company name be displayed?

Every company must paint or fix its name on the outside of every office or place in which its business is carried on - even if it is a director's home. The name must be kept painted or fixed and it must be both conspicuous and legible.

On which documents must the company name be shown?

The company must state its name, in legible lettering, on the following:

· all the company's business letters;

· all its notices and other official publications;

· all bills of exchange, promissory notes, endorsements, cheques and orders for money or goods purporting to be signed by, or on behalf of, the company;
 

Where can we obtain Guidance Booklets?

Guidance booklets from Companies House:

Where can we obtain VAT (Value Added Tax) information ?

Your Accountant is probably your best source together with the VAT office information service. We can register the company for VAT for an additional fee. However you should get professional advice on whither it is best to register for VAT.

In general if you are selling to the public your prices will be lower if you do not charge VAT. If you are selling to business the VAT will not affect the cost to the business, and you will be able to reclaim all your VATable costs. (Most things apart from Rent, Rates and Salaries)
VAT office information service

Where can we obtain Inland Revenue information?

Your Accountant is probably your best source together with the Inland Revenue Service;