PRIVATE LIMITED COMPANY LTD

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COMPANY FORMS

In the UK, business organisations may take various legal structures :

  • Private limited Company (Ltd) or Public (Plc)
  • Unlimited liability company (Unlimited Company)
  • Association (joint venture, Partnership)
  • Cooperative (Coop.)
  • Sole trader
  • Within the framework of an effective partnership between different legal entities of European origin, the European Economic Interest Grouping (Groupement d’Intérêt Economique) is a structure to consider.

THE PRIVATE LIMITED COMPANY

Incorporation procedure

  • Minimum: Your company must have at least one director, who has to be over 16 years of age . Another company can be a director, but at least one of your company’s directors must be a person. You may also have a secretary, but this is optional. Some companies use them to take on some of the director’s responsibilities.
  • Capital:
    • Minimum 100 GBP registered
    • 1GBP minimum as paid up
  • A physical address in the UK

Incorporation documents

  1. “Memorandum of Association” = Objects for which the company is established
  2. “Articles of Association” = Company rules
  3. Companies House Form N° 10
  4. Forms appointing Directors & company Secretary.
  5. Allotment of Shares to the members & letters of allotments
  6. Companies’ Capital Duty Statement
  7. Confirmation of registered address

All these documents must be filed with the Companies House.

“CERTIFICATE OF INCORPORATION” => Document proving that the company has been legitimately constituted.

Time required to incorporate a Ltd in the UK

Your company can be registered within 48 hours if all the documents required are provided and if your company is limited by shares and uses standard articles of association (‘model articles’).
NB: You don’t need a company secretary for a private limited company. Some companies use them to take on some of the director’s responsibilities.
The company secretary can be a director but can’t be: the company’s auditor or an ‘undischarged bankrupt’ - unless they have permission from the court.

Shareholding

Shareholders’ contributions may be of various types:

  • ordinary shares
  • preference shares
  • “founder’s shares”
  • “deferred shares”

Ordinary shares are very closed to the shares we subscribe in a French SARL. The number of shares corresponds to the exact same voting power, and to a permanent percentage in the dividends when issued.

Preference shares do not allow the shareholder to a voting power, but entitle this person to receive the equivalent percentage of dividends that will be paid up in priority when despatching dividends among the various shareholders.

Taxation

“Corporation Tax” : 19%

Download this information as a PDF 2017