Frequently Asked Questions

Registering a company means that you will have limited liability, be considered a separate legal entity, be able to open a dedicated business bank account, be more tax efficient and be considered to be more credible than a sole trader.

At 1st Choice Incorporations we can assist you with registering companies limited by shares or guarantee, public limited companies, limited liability partnerships and community interest companies.

Although it is very rare, we apologise if you have not heard from us. If this is the case, please do contact us! Please ensure that you have returned your company details form and checked your spam email folder for correspondence from us in case we have contacted you. Providing a valid telephone number and email address will help to ensure that we can contact you with any updates.

You can start trading as soon as your company is registered! This is usually within 24 hours of Companies House receiving your completed IN01 form (required to register a company).

• suggest business pre-eminence, a particular status, or a specific function, for example, names that include ‘British’, ‘Institute’ or ‘Tribunal’,
• implies a connection with the UK government, a devolved administration or a local or specified public authority,
• includes a word that represents a regulated activity, e.g., doctor, midwife etc.
• includes a word whose use could be an offence.

Certain companies must include the following after their name:

• ‘LTD’ or ‘Limited’ for a private limited company,
• ‘PLC’ for a public limited company,
• ‘CIC’ for a community interest company, or
• ‘LLP’ for a limited liability partnership.

A company limited by guarantee can apply to be exempt from the requirement to feature ‘LTD’ or ‘Limited’ in the company name. The requirements are that the company’s articles of association must state that:

• the company’s objects promote or regulate commerce, art, science, education, religion, charity, or any profession.
• the company cannot pay its shareholders, for example, through dividends.
• each shareholder is required to contribute to company assets if it is wound up during their membership, or within a year of them stopping being a shareholder.

We can assist you with applying for exemption, just let us know if it is something you are interested in.

You must display your company name at your registered company address and the address that your company operates at unless you are running your business from home. It must always be easy to read and visible.

It must be included on all company documents and letters. Letters, order forms and websites should contain the following details:

• company’s registration number
• registered office address
• the part of the UK that the company is registered in (i.e., England and Wales, Scotland or Northern Ireland).
• it is a limited company (i.e., display the company’s full name including ‘Ltd’ or ‘Limited’).

You can change any of the details you have given to us up until we submit your order to Companies House. Once your registration has been submitted to Companies House for approval, the details cannot be changed until after the company has been formed.

The Company Registration Number (CRN) is the number allocated to your company on formation by Companies House. This is unique to your company and is used to identify it and confirm that it is registered with Companies House.

Upon incorporation of your company, you will receive the following documents:

• Certificate of incorporation
• Share certificate(s)
• Memorandum of Association
• Articles of Association
• First Board Meeting Minutes
• A complimentary 1st Choice
• Incorporations Business Starter Guide

The ‘Articles’ are the written rules about running the company agreed by the shareholders or guarantors, directors and the company secretary. In short, the Articles set out how the company is run. There are model Articles that can be submitted to Companies House on incorporations, or a company can have bespoke Articles.

Our specialist team can assist you with choosing the Articles for your company.

A certificate of incorporation is the document issued to confirm that Companies House has incorporated your company and states:

• The name and registered number of the company; and
• The date of its incorporation; and
• That the company is private limited by shares; and
• Whether the company’s registered office is situated in England and Wales, Wales, Scotland or in Northern Ireland.

Usually, you will not need to provide any documentation. The exception to this is if you opt to use our address for your registered office address or directors service address. In this case we will need to see photographic ID and proof of residential address to comply with Anti-Money Laundering Regulations.

• Company name and activities
• Registered office address
• Director details — name, residential address, service address, date of birth and nationality
• Shareholder details — name, residential address, service address, date of birth and nationality
• Number of shares to be allotted and nominal share value
• Details of Persons with Significant Control

A PSC is an individual or legal entity (such as a company) who meets one or more of the nature of control conditions and holds:

• More than 25% of shares in the company; or
• More than 25% of voting rights in the company; or
• The right to appoint or remove the majority of the board; or
• Has significant influence or control over the company; or
• Has Trust or firm provisions.

All companies must maintain an up-to-date record of who its PSCs are. If you are unsure, contact us and we will assist you.

Following the incorporation of a Company, the directors have a legal responsibility to keep statutory records, known as the statutory registers. These books contain an up to date record of:

• Directors and secretaries
• Members
• Charges
• Persons with significant control

Minutes of all meetings must also be kept.

Every year a confirmation statement confirming the company’s details must be filed at Companies House.

The directors have a responsibility to keep company accounts and accounts have to be filed at Companies House every year.

The Company must also file tax returns with HM Revenue and Customs and pay relevant taxes.

Some people prefer to buy shelf companies for various reasons:

• It avoids the registration process. The company can be transferred into your name immediately.
• Historic incorporation date. This makes it look like the company has been trading for longer than it has which can give a better reputation and image than a start-up and helps with investment.

A partnership is a formal arrangement by two or more parties to manage and operate a business and share its profits. The key thing is the business survives with the partners if one retires, quits or dies then the partnership can no longer exist. Partners provide the funds for the business out of their own money.

There are three main types of partnerships:

• General Partnership (GPs)
• Limited Partnership (LPs)
• Limited Liability Partnership (LLPs)

This is the simplest form of partnership. A general partnership is defined as two or more people ‘trading in common with a view to profit’. A general partnership provides a relatively simple way for two or more people to own and manage a business together, each contributing capital, skills and time. This is very similar to a sole trader.

A limited partnership is a business association of one or more ‘general partners’ alongside one or more ‘limited partners’. A partner can, however, be an individual or a company.

The general partner or partners manage the business, controlling day to day operations and making the necessary decisions, including any binding decisions. They are personally liable for the partnership’s debts and other obligations.

Limited partners contribute monies to the partnership. Although they maintain a right to a share of its profits, they do not have control over the business and each limited partner’s personal liability is capped to the amount of their investment. The limited partner’s personal assets cannot be accessed by creditors.

A limited partnership must be registered under the Limited Partnerships Act 1907.

Also known as an LLP, a limited liability partnership is much like a normal partnership, the difference being in the potential liability. Partners will only be liable up to the amount that they personally put into the business.

The LLP has to be registered with Companies House. There must be a minimum of two ‘designated members’ on which various responsibilities are placed including signing accounts, preparing and delivering the annual return to Companies House and acting on behalf of the LLP if it is dissolved for any reason.

As with a standard partnership, partners in an LLP fund the business out of their own pocket, sharing profits, decision making and day to day running.

LLPs are often used by accountants and solicitors. They allow the individuals in the company to operate independently but to share some of the protection offered by being a limited company.

Our price for registering an LLP is £99 + VAT.

• Adds transparency and gives more credibility.
• Enables the opening of a business bank account in the company name.
• Enables Intellectual Property to be registered under the company name.
• Specific company objects will be listed in the Articles of Association at the time of incorporation.
• Can facilitate Charity Commission registration*.
  * Please note that this service does NOT register your company as a Charity with the Charities Commission.

A community interest company is one that exists to provide a benefit to a chosen community through its activities. They are often used to form charities for social and sports clubs, churches, membership organisations, unions and co-operatives. A CIC can be registered as a company limited by shares or a company limited by guarantee.

You will require:

• a community interest statement that will outline the activities of the company and the community it intends to help; and
• an asset lock, this is a legal promise that the company’s assets will only be used for their designated purpose; and
• a constitution.

If you need assistance with any of these, please do let us know and we will be more than happy to assist you.

We are partnered with Best4Business Accountants & Co and Taylor Keeble LLP, both established accountancy firms. We are more than happy to provide a free, no obligation referral to them. Through our partners we can help you with VAT registration and returns, payroll registration and filings, statutory filings, and bookkeeping, and more! Please contact us for more information.

We are partnered with Best4Business Accountants & Co and Taylor Keeble LLP, both established taxation firms. We are more than happy to provide a free, no obligation referral to them. Through our partners we can help you with VAT registration and returns, payroll registration and filings, statutory filings, and bookkeeping, and more! Please contact us for more information.

Things to consider when choosing whether to be a sole trader or limited company:

• A sole trader has unlimited liability, whereas a limited company has limited liability
• There are less filing requirements for sole traders
• Limited companies are more tax efficient
• As a limited company your company name is protected from others using it
• Limited companies are often seen as being more credible and find it easier to receive external finance
• Both are quick to set up

Yes, we can help you to convert your sole trader business to a limited company, contact us to talk through the process.

We offer a full range of company secretarial services to assist you with your legal obligations including:

• maintenance of the statutory records;
• filing the Confirmation Statement;
• changing registered and service addresses;
• appointment and resignation of directors and company secretaries;
• changing the share structure of the company, transfer of shares etc.;
• and all the relevant filings at Companies House.

Failure to file the confirmation statement is an offence and can lead to your company being fined up to £5,000 or being struck-off the register. We offer a confirmation statement filing service to file on your behalf. If this is of interest, please do not hesitate to contact us.

If you do not file annual accounts with Companies House by the deadline the company will face fines starting from £150 increasing to £1,500. Your company may also be struck off the register.

You can change the company’s registered office address or directors’ service address at any time by filing form AD01 with Companies House. If you are changing the registered office address, it must be in the same part of the UK that the company was registered. We can file form AD01 on your behalf, contact us for assistance.

You may need to use a different address if you are an international director who needs a UK registered office to comply with legal requirements.

You may prefer to use an alternative address if your registered office address and/or directors’ service address are your residential address. This would mean your personal address being published on Companies House. For privacy, opt to use our address.

If you opt to use our address, you are permitted to list it as your registered office and/or directors’ service address, giving you a professional look for your company. We will scan and email to you any statutory mail received. This includes letters from HMRC, Companies House and the Information Commissioners Office but does not include any spam, bank, or any other unofficial company mail.

Our registered address and directors service address facilities do not include the scanning and forwarding of unofficial mail. If you would like us to forward such correspondence, for example, bank letters, you would require our mail forwarding service. For £200 + VAT we will forward all correspondence received for your company, with a £4 additional fee for letters being forwarded internationally.

A beneficial owner is categorised as an individual or entity who:

• Holds, directly or indirectly, more than 25% of shares in the entity
• Holds, directly or indirectly, more than 25% of voting rights in the entity
• Holds the right, directly or indirectly, to appoint or remove a majority of the board of directors of the entity
• Has the right to exercise, or actually exercises, significant influence or control over the entity

Registration requires the following documents:

• Proof of ID and proof of residential address for all beneficial owners and/or managing officers
• Certificate of Incorporation
• Memorandum of Association
• Articles of Association
• Registers of Directors and Members

All of the above documents must be certified within the previous three months.

We are partnered with the following banks:

• Metrobank
• NatWest
• Lloyds Bank

We are also partnered with the following EMIs:

• ANNA Money
• Wise
• Mettle
• DynaPay
• Finadvant