Now that you want to start a new business, you are bound to have a lot of questions, especially if this is your first time.

Below are some answers to questions we are asked frequently by new starters and we hope this will help you. If you have more questions please get in touch and our specialist team will be happy to help you.

General

A registered company is one that is registered with Companies House, the UK’s registrar of companies and executive government agency.

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.

Typically, companies are registered within 24 hours of your order being submitted to Companies House, unless they experience any delays. The Companies House same-day service allows you to have your company incorporated on the same day for a fee. We aim to process all orders within 2 hours, excluding weekends and bank holidays.

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).

You cannot choose a name that is the same as, or similar, to one that is already registered at Companies House. The name cannot be offensive or use sensitive words or expressions. According to gov.uk these are words that:

  • 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 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 Memorandum of Association is a legal statement signed by all initial shareholders (subscribers) or guarantors agreeing to form the company.

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 situation 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.

We will need information on the following:

  • 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.

One or more persons can form a company for any lawful purpose by subscribing their name(s) to the Memorandum of Association and complying with the legal requirements for incorporation. Those persons who subscribe their names to the Memorandum of Association are known as ‘subscribers’ and are the first shareholders of the company.

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.

Shelf Company

An off-the-shelf company or ready-made company is one that has already been formed at Companies House. It has a registration number and is ready for immediate use. The company is ready to be transferred to the buyer. Some people prefer aged companies as they create a sense of longevity.

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.

Limited Company

A limited company is one that offers limited liability to shareholders or guarantors, meaning that they are not personally responsible for company debts beyond the amount that they have subscribed to or guaranteed. A limited company also operates as a separate legal entity from its owners.

Companies can be limited by share or guarantee. Companies limited by shares have shareholders and focus on making a profit. Companies limited by guarantee have guarantors and usually focus on contributing to the society in which it conducts its activities.

The benefits of registering as a limited company include limited liability, separate legal personality, credibility, investment opportunities and securing the company name.

We have a range of incorporation packages available to you starting from £9.99 and increasing depending on the level of support that you require.

Limited Liability Partnership (LLP)

LLP stands for Limited Liability Partnership. It is a partnership where each member has limited liability and always requires a minimum of two designated members. Each member is jointly and severally liable for their actions and pays tax on their share of the profits. To find out more visit our dedicated LLP page.

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.

Not For Profit

A not-for-profit company (a type of company limited by guarantee) aims to help designated people or communities. It is a separate legal entity from those running it and maintains separate finances. It has guarantors who are liable only for the amount that they agree to contribute to the company if and when necessary, for example if it is wound up (as opposed to shares and shareholders). All profits are reinvested into the company, for the benefit of the people or communities it has chosen to support.

Our price for setting up a company limited by guarantee starts at £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 open 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.

Accounting

Your accounting reference date is the date by which the company must make its annual financial accounts up to and marks the end of a company’s financial year. It will be set as the last day of the month that the company was registered at Companies House every subsequent year. You can apply to change your accounting reference period.

You can be fined by HMRC or disqualified as a director if you fail to keep accounting records.

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.

Taxation

Corporation Tax is tax paid on company profits. You must register for this once your company is registered.

Once your company is registered you should register for Corporation Tax, keep accounting records and prepare a Company Tax return to work out how much you owe. You then pay your Corporation Tax, or report there is nothing to pay, by your deadline (usually 9 months and a date after your accounting period) and file your Company Tax Return by the deadline (usually 12 months after your accounting period). If you would like to discuss this with an accountant, please contact us for a free, zero obligation referral to our partners.

Registering for VAT is voluntary until your company expects to exceed the turnover threshold of £85,000. You must register for VAT before you pass the threshold, not after. Some prefer to register before this as some merchants require a VAT number. We can register you for VAT for £79 + VAT. Alternatively some of our registration packages include complimentary VAT registration.

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.

Sole Trader

A sole trader is an individual that operates an unregistered business with unlimited liability, meaning that they can retain all post tax profits for themselves but are also personally liable for all losses.

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.

Company Director

Anyone over the age of 16 who has not been disqualified from acting as a company director and has not been declared bankrupt can become a company director unless they have been specifically banned from doing so as a result of legal proceedings against them.

No, directors can be based in any country, and we regularly register companies for non-UK based directors.

Yes! Companies are allowed to have directors based in any country, including a mix of countries.

After your company has been registered you can appoint more directors by filing form AP01 with Companies House. We are more than happy to assist you with this. If this is something that interests you contact us for more information.

If you wish to resign from your role as a director, you will have to file form TM01 with Companies House. We can help you with this, please contact us for more information.

Directors are legally responsible for the company and ensuring that information is filed at the right time, including the confirmation statement and annual accounts. Directors must abide by the articles of association, governing how the company should be run, promote the success of the company, exercise independent judgement and reasonable care, skill and diligence. They must also avoid conflicts of interest and declare any interests in advance.

Company Secretary

A company secretary is an officer of the company responsible for ensuring that the company satisfies its obligations and practices good governance.

After a legislation change in 2008 it is no longer mandatory for a private limited company to appoint a company secretary. If you are setting up a public limited company, you must still appoint a company secretary.

There is no legal requirement for a private limited company to have a company secretary, but many limited companies still choose to have one. A private company secretary does not need any qualifications so you can appoint anyone. It is a requirement for a public company to have a qualified company secretary.

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.

Shares and Shareholders

When people form a company, they decide whether to limit the members’ liability by shares. Share capital is the money invested in a company by the shareholders in exchange for a number of shares of a specified nominal value the company issues to its shareholders.

Share classes indicate a different type of share, the most common is ordinary. Different share classes can have different rights and conditions attached to it and are usually outlined in the articles of association.

A shareholder is the registered owner of shares in a company. A shareholder is also referred to as a member of a company.

Shareholders can be anyone who wishes to subscribe to shares within the company.

No, company shareholders can reside outside of the UK.

A fully paid share is one where the shareholder has paid the entire value of the share and is under no obligation to pay anything further towards it.

You can have as many shares as you like, the minimum being 1. Many decide to choose to allot one share per shareholder to start with. Others may choose to have more shares with a lesser nominal value to make the company look like it has more share capital, especially if they are interested in securing external finance.

Address

The registered office address is where any correspondence for the company itself, and not its officers, will be sent. For example, letters from Companies House and HM Revenue and Customs (HMRC). A registered office address is a legal requirement for all companies and must be situated in the country that the company is registered. It will be visible to everyone on the Companies House website. Many people operating their company from their residential address or abroad opt to use a registered address service facility to avoid publicising their address.

The directors’ service address is where documents sent to you as director of the company will be delivered. This means official communications and legal documents from Companies House and HMRC. The address will be made public on the Companies House website. Many people operating their company from their residential address opt to use a director’s service address facility to avoid publicising their address.

The residential address is the home address of each director. The residential address will not appear on the public record, so long as it is provided within the address fields of the residential address section and is not used as a service address.

It is a legal requirement for UK registered companies that the registered office address must be within the UK. However, there are no restrictions on where the directors’ service address must be, it can be inside or outside of the UK. We can provide you with a registered office address and/or a directors’ service address, with a choice of our prestigious London or Cambridge offices. Visit this page for more information.

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.

Banking

It is best to open a business bank account to maintain separate finances between yourself and your company as you are legally two separate entities.

We are partnered with a range of high street banks and electronic money institutions (EMIs) that we will be happy to refer you to.

Online and app based electronic money institutions offer consumers a modern approach to managing their money. EMIs are not technically banks but act in similar ways and require authorisation by the Financial Conduct Authority (FCA).

Yes! Although many UK high street banks currently do not provide their services to those outside of the UK, we have several partners who can open a business bank account for you with a UK bank account number and IBAN. Contact us today to see if your partners can help you!

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

If you are still unsure what the best choice is for you for starting a company, or if you have any questions, please get in touch. We’re here to help.