United Kingdom (UK) -Private limited Company

(fees quoted are exclusive of VAT)

Requirements:

• All UK companies must have a registered office in England or Wales.
• A minimum of one director who has to be an individual. There is no requirement for the director to be resident in the UK. (A second director may be a corporate director).
• A minimum of one shareholder. The shares can be in bearer form if the Articles permit, please advise prior to incorporation.
• A company secretary is optional. The company secretary can be a corporate body, and does not have to be resident in the UK (although for practical purposes, most are).
• There are no minimum capital requirements.
• The statutory books must be maintained in the UK. The following records will need to be maintained at the company's registered office or an alternative location which must be in the same part of the UK as the registered office. The company can only have one alternative location to the registered office at any time. The company may choose to keep some records at its registered office and some at its alternative inspection location provided that all the records of a type are kept together.
  • register of members
  • register of directors (register of service address and register of residential address to be maintained)
  • directors' service contracts
  • directors' indemnities
  • register of secretaries
  • records of resolutions and minutes of general meetings
  • contracts or memoranda relating to purchase of own shares
  • documents relating to redemption or purchase of own shares out of capital by a private company
  • register of debenture holders
  • instruments creating charges and a register of charges.
• Annual accounts
  • Annual accounts must be prepared and filed for every financial year. Every company must prepare accounts whether or not they are trading. The accounts filed at Companies House must be in accordance with the Companies Act 2006.
  • Unless the company is filing its first accounts the time normally allowed for delivering accounts to Companies House is 9 months from the accounting reference date for a private company.
  • Failure to deliver accounts on time is a criminal offence and the law imposes a civil penalty for late filing.

  Length of delay (measured from the date the accounts are due)	Penalty
  Not more than 1 month	£150
  More than 1 month but not more than 3 months	£375
  More than 3 months but not more than 6 months	£750
  More than 6 months	£1500

  • Accounts must be also be filed with HMRC. There are different filing deadlines and penalties for late filing.
• An annual return must be submitted with a filing fee to Companies House every 12 months. This must be filed within 28 days after the anniversary of incorporation or the anniversary of the made-up-to date of the last annual return. If a company does not submit an annual return the Registrar may take steps to strike off the company.
• Value Added Tax (VAT) is a tax that is charged on most goods and services that VAT registered businesses provide in the UK. It is also charged on goods and services that are imported from countries outside the European Union and brought into UK from other EU countries.
  • VAT is charged when a VAT registered business sells to a third party. There are three rates of VAT, depending on the goods or services the business provides. The rates are standard - 20% ; reduced - 5% ; zero - 0 %. There are also some goods and services that are exempt from VAT or outside the scope of the UK VAT system altogether.
  • When VAT registered businesses buy goods or services they can generally reclaim the VAT they have paid.
  • If a company is not VAT registered business then it cannot reclaim the VAT paid on the purchase of goods and services.
  • A company has to register for VAT if the turnover on its taxable supplies for the previous 12 months is over the VAT registration threshold of £73,000.
  • From 1st January 2010 a company is required to file EC Sales List returns for goods and services sold within the EU. The EC Sales List returns will be due quarterly or monthly, if the quarterly turnover for goods is above £70,000.
• Corporation Tax is a tax payable on the taxable profits of limited companies and some organisations including clubs, societies, associations, co-operatives, charities and other unincorporated bodies. Taxable profits for Corporation Tax include:
  • profits from taxable income such as trading profits and investment profits (except dividend income which is taxed differently).
  • capital gains - known as 'chargeable gains' for Corporation Tax purposes.
• A UK company has to pay Corporation Tax on all taxable profits - wherever in the world those profits come from. If a company is not based in the UK but operates in the UK - for example through an office or branch (known to HMRC as a 'permanent establishment') - it will only have to pay Corporation Tax on any taxable profits arising from UK activities.
• A UK company will be subject to taxation on any profits made at 26% (or 20% provided that it can benefit from small company rates).
• The rate of Corporation Tax will reduce by 1% annually every April, to reach 23% by 1st April 2014.

Statutory maintenance of UK companies includes the following:

• Preparation and filing of all statutory forms, including annual returns (and filing fee), minutes of AGM and EGM’s, Resolutions.
• Appointment and resignation of directors and secretary.
• Maintaining statutory books, including register of members, officers, directors interests,minutes and debentures.
• Change of registered office and accounting reference date documentation.
• Transfer (not inclusive of stamp duty) and allotment of shares including minutes, stock transfer forms, statement of capital and share certificates.
• Professional Chartered Secretaries on hand to answer technical questions.
• A charge may be requested for certain separate technical or complex issues, at the rate of £80 per hour.
  
• We also offer clients the possibility to view their company data on line via the Internet. This is available on www.sdgnow.com and is available to all clients at no charge for the first 3 months.

We can also arrange for the following:

Additional charges apply for courier & notarisation / apostille

PLEASE NOTE WE REQUIRE ALL CLIENTS TO SATISFACTORILY COMPLETE OUR DUE DILIGENCE REQUIREMENTS AND COMPLY WITH THE MONEY LAUNDERING REGULATIONS 2007.

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