Advantages of Limited Liability Company Formation
Registration carries a number of substantial benefits to small and medium sized businesses effectively creating a new corporate body which is a distinct different business vehicle to the owners of the business. Shareholders who are protected from unlimited personal liabilities in the majority of circumstances and can carry significant tax advantages which vary from year to year.
Incorporation does carry additional legal responsibilities to that of being self employed. Company formation requires the submission of the incorporation details to Companies House which must be updated and confirmed each year through the Companies House Annual Return. Audited financial accounts must be filed annually both with Companies House and the Inland Revenue. And the provisions of the various Companies Acts must be adhered to by the directors responsible for the affairs of the Limited Company.
Every limited liability company must have formally appointed company officers at all times. A private limited company must have at least one director. The articles of association may require more than one, and each company must have at least one designated secretary. While a director can be the company secretary a sole director cannot.
Forming a Limited Liability Company
Starting a limited liability company in the UK requires the submission of forms, 10 and 12, plus a memorandum and articles of association to complete the company formation and registration. Companies House Form 10 provides details of the first directors and intended situation of the registered office. A name check should be carried out with Companies House to ensure the proposed name is available and suitable and the proposed limited company name entered on form 10 with limited as the last word. Also check addresses and post codes with Royal Mail to avoid the registration being rejected. Companies House form 10 must be signed by either by or on behalf of the subscribers to the memorandum of association.
Companies House Form 12 is a legal declaration that the formation details are true and can be signed by a solicitor engaged in the limited liability company formation or a person named as director or designated secretary on form 10 under section 10 of the Companies Act 1985. The Memorandum of Association sets out the objects and scope of the proposed company stating the name with details of the subscribers to the Memorandum of Association witnessed.
Table A is a standard format of a set of Articles of Association, a statutory document that governs the internal affairs of the limited liability company and it is recommended that Table a, Articles of Association is adopted in its entirety. Following a final check to ensure accuracy submit all 4 documents to Company House with the company registration fee and the company formation is complete.
Corporation Tax Advantages
Sole traders pay income tax on the net taxable profit which will be reduced from 22% to 20% from 1st April 2008 on net profits earned over the personal allowance. A limited liability company pays corporation tax which is a tax payable on the net profit. The taxation advantages and disadvantages change from year to year as government policy in relation to tax rates and allowances change.
From 1st April 2007 the rate of Corporation Tax for small businesses was increased from 19% to 20% and is set to increase further from 1st April 2008 to 21% and further to 22% from 1st April 2009. These tax changes narrow the gap between the tax payable on profits by sole traders and limited companies. The taxation balance for businesses earning in excess of 34,840 pounds before the owners / directors wages remains in favour of incorporation since the self employed profit is also subject to 8% national insurance in addition to the 20% tax which rises to 40%. The scale of the tax advantage by being incorporated is dependent upon the level and expected level of net profit.
Generally self employed businessman paying tax at the lower income rate of 20% would not gain a significant tax advantage the main difference being the national insurance of 8%, while anyone paying the personal tax rate of 40% would show significant tax advantages compared to the corporation tax rate of 20% in 2007 rising to 22% by 2009.
Advantages of Limited Liability
A sole trader receives no protection from the business liabilities should the business run into financial problems whereas the liability of the shareholders in a limited liability company is limited to the amount subscribed for that shareholding. Liability becomes less clear in reality. Banks and credit institutions often require directors of a small and newly formed limited liability company to provide personal guarantees against loans and credit.
In addition directors should be aware when starting a company that should financial difficulties present themselves and insolvent becomes a real prospect the directors themselves may be financially liable for any debts incurred if the company continues to trade after the directors became aware the company was insolvent. This is why administrators of companies that go into liquidation often immediately cease trading to avoid themselves as administrators being held liable for any subsequent debts being incurred.
Terry Cartwright, a Chartered Company Secretary, provides inexpensive company formation packs at http://www.diyaccounting.co.uk/company.htm and a limited liability company formation incorporation service at http://www.diyaccounting.co.uk/company.htm for individuals starting a limited company
Rules Governing Articles Of Association And Company Formation
The Articles of Association of every company must adhere to certain administrative rules in that they must be printed and divided into paragraphs numbered consecutively. When submitting the Articles of Association to Companies House during a company formation they Articles must also be signed by the same persons who have signed as subscribers to the company formation Memorandum of Association.
The Articles of Association is a long document set out in a specific manner and covering items such as the issue and allotment of shares and capital, procedures to be adopted at meetings, borrowing powers and precise details relaying to the office of director. It is normal for the Articles of Association to state rules on the appointment, voting and removal of directors.
A company limited by shares can adopt a standard set of Articles, Table A. When a new company limited by shares is being formed and adopts Table A unmodified it is not required that the new company submits Articles of Association. However when adopting Table A unmodified the persons forming a company must include a letter to Companies House stating that the Articles of Association, Table A are being adopted in unmodified terms.
Table A is a standard set of Articles of Association for a company limited by shares. The unmodified Table A can be changed at a later date after the limited liability company formation by special resolution which should be approved by the members in a general meeting.
After passing the special resolution to change the Articles of Association a copy of that resolution must then be registered with the Company registrar. In addition all future copies of the Articles of Association should include the modification
If Table A is adopted without modification then the company being formed must appoint at least two directors. A private company can have just one director provided the Articles of Association permit a single director in which case a modified Table A must be delivered to Companies House incorporating the changes made.
Every new limited company must have at least one director and one company secretary. A sole director may not also be the company secretary while if there are two or more directors one of those directors can also be designated and act as company secretary.
No special qualifications are required for the company secretary of a small private company. Qualifications are required for the post of company secretary in a public limited company
Different company registration rules apply for a company that is not a company limited by shares. Other model sets of Articles of Association would be applicable and must be delivered to Companies House when forming a company and completing the company registration. Tables C, D and E are Articles of Association applicable to a company limited by guarantee both with and without shares and an unlimited company.
One essential consideration every potential member of a new company should be to read and understand the provisions contained within the Articles of Association. When a business goes well and all members and directors are in agreement few problems arise. But nothing lasts forever and excluding amending the Articles of Association future directors and their relationship with each other and management of the company are governed by the Articles.
It is quite common for a company that has a controlling shareholder to adopt a modified set of Articles. Such modifications generally removing many of the restrictive practises a director may adopt with other changes to voting rights.
Terry Cartwright, a Chartered Company Secretary, provides inexpensive company formation packs at http://www.diyaccounting.co.uk/company.htm and a limited liability company formation incorporation service at http://www.diyaccounting.co.uk/company.htm for individuals starting a limited company.
Simple Way to Limited Liability Company Formation
Starting a limited liability company in the UK requires the submission to Company House forms, 10 and 12, plus a memorandum and articles of association to complete the company formation and registration.
Companies House Form 10
First directors and secretary and intended situation of registered office
Company formation Form 10 is where the details of the first director(s), company secretary and the proposed registered address of the proposed limited liability company are recorded. Details required include the names and addresses of the officers and in respect of directors the date of birth, occupation and details of other directorships held within the last five years.
Before submitting the registration forms visit the Companies House website and carry out a name check to ensure the name is suitable and available. Names similar to existing companies are unsuitable as are any names likely to cause offence. On form 10 enter the proposed limited liability company name in full including Limited as the last word and the proposed registered office.
A company registered office is the address where Companies House can send letters to the limited liability company after the company formation. Enter the names and addresses of the Company Secretary, and the Directors in alphabetical order. Companies House reject registrations with invalid addresses. It is recommended that all addresses and postcodes are double checked before submission on the royal mail site which is a check Companies House will also carry out.
Form 10 must be signed and dated by each officer and each subscriber to the Memorandum of Association or by an agent on behalf of all the subscribers to the Memorandum of Association.
Companies House Form 12
Declaration on application for registration
Company formation Form 12 is a statutory declaration that all legal requirements relating to the incorporation of the company has been complied with. This declaration can be signed by a solicitor engaged in the formation of the Company or a person named as director or secretary on form 10 under section 10 of the Companies Act 1985.
The Declarant signature on form 12 has to be signed in front of and confirmed by a Commissioner for Oaths, Notary Public, Justice of the Peace or Solicitor. The date and signing of form 12 must be after all the other documents are signed and dated as form 12 is a legal declaration that the details being submitted are true. The form must clearly show if a person has signed on behalf of a corporate director. If it appears that the person who signed is not a director, this will cause delay.
Memorandum of Association
Every company formation requires a Memorandum of Association which is the record of the limited liability company name, where the registered office is situated and the objects of the limited company. The memorandum of association objects clause can be as simple as to carry on as a general commercial company. On the first page of the Memorandum of Association enter the Company Name.
The Memorandum of Association includes the number of shares being issued which can be any number the subscribers feel appropriate. On the final page enter the name and addresses of the subscribers to the Memorandum. These are the persons who are taking up the first shares in the company. The number of shares issued to each subscriber can be set at one share each. This can be changed to whatever arrangement is required provided the total number issued is less than the total number of shares.
The company’s memorandum delivered to the Registrar must be signed by each subscriber in front of a witness who must attest the signature. Also enter the name and address of the witness to the subscribers who has signed Memorandum of Association. This witness can be any third party able to witness and confirm the signatures are correct.
Articles of Association
The standard Table A, Articles of Association, is a statutory document that governs the internal affairs of the company and it is recommended that Table A is adopted in its entirety when starting a limited liability company.
If the Articles of Association is unmodified then it is not strictly necessary to send this document with the documents for registration. However if the Articles of Association are not submitted a letter has to be sent with the application stating that Table A without modification is being adopted. It is easier to simply send the unmodified Table A. If Table A is adopted without modification at least two directors must be appointed
If the company will have only one director then Table A should be modified to reflect this and submitted with the other registration documents. The articles of association delivered to the Registrar must be signed by each subscriber of the proposed limited liability company in front of a witness who must attest the signature.
Submitting the documents for registration
When Forms 10 and 12 and the Memorandum of Association have been completed and checked they should be posted to Companies House with the company registration fee to register the new limited liability company. The standard limited liability company registration fee is currently 20 pounds, 2007
A limited company registration is normally completed within 7 to 10 days when the Certificate of Incorporation will be sent to the Company registered office. Same day incorporation is possible at a registration fee of 50 pounds. If the express same day service is required the envelope should be marked for the attention of New Companies Section and Same Day Incorporation
Terry Cartwright, a Chartered Company Secretary, provides inexpensive company formation packs at http://www.diyaccounting.co.uk/company.htm and a limited liability company formation incorporation service at http://www.diyaccounting.co.uk/company.htm for individuals starting a limited company
Brain Food For Better Productivity In The Afternoon
If you were like many people you hit an afternoon slump. Concentration wanes and productivity drops severely. For many people this is a significant told on their business productivity. There’s a simple relatively easy way to avoid this energy drain. Try feeding your brain instead of your mouth. Coffee, sodas and energy drinks just don’t have the same affect that super nutrition can give you. You want a very productive afternoon that doesn’t dehydrate you or give you the jitters.
Concentrated nutrition can improve your concentration.
Best way to teach our brain and your body is of super green Foods. Super green energy powder drinks are concentrated form of nutrition. They come from a mixture of plant materials naturally packed with nutrients. One of the main ingredients is a blue green LG called spirulina. Spirulina is a microscopic alga that contains literally all of the nutrients the human body can use. It is packed with an amazing variety of nutrients.
Your brain need specific food to function properly and a super green food can give you all the nutrients you need to blast through your day at full speed.
Your brain and your body need a lot of vitamins, especially vitamin B, and amino acids in order to function at full capacity. Many people feel a slump after lunch because their body is trying to process carbohydrates, fats and sugars. Instead of getting that boost you need to make the best of your day your body is busy trying to absorb the flood of glucose you had for lunch. This leads to a quick up in a very hard crash. Keeping your blood sugar level balanced is important if you plan to stay awake and alert to two finish your day.
Give your brain the food it needs.
The next time you want to grab another cop of coffee, soft drink, candy bar or so called energy drink, try making a super green shot. Supergreen food delivers its nutrition in a concentrated completely bio available way. This means your body warm can absorb and digest the nutrition immediately and easily. A super green Food shot is simply a couple of juice with a tablespoon of super green energy powder. Add a cube of ice and shake to stir. Drink this down and follow with a glass of water.
Water is another important factor in brain food and productivity. Many people think that just speak all as they drink a soda or coffee that there’s staying hydrated. Not true. Your body needs fresh filtered clean water every day. There is no other substitute for drinking water. Every system in your body works in a water medium including your brain. Your brain especially needs water to send the signals from your brain to the rest of your body. One of the first symptoms of dehydration is mental confusion and sleepiness.
Keep your brain hydrated.
The next time you start to lose concentration and focus try drinking a glass of water. Keep yourself hydrated all day long. Start your morning all of the day glass of water before coffee. Don’t wait to get thirsty before you try drinking a glass of water, by the time you feel it your body is already becoming dehydrated.
People are working longer hours, and on the go more than ever. Sometimes life is so hectic it feels like you’re on a hamster wheel and you can’t get off. Give yourself the energy you need to have the life you want. Make sure you have enough energy to spend quality time with your family when you get home. Be super productive at work so that you can achieve your career goals without sacrificing your health.
Super green food powder can be a real lifesaver when it comes to nourishing and supporting your body’s needs. Take the two week test; try using a supergreen food energy drink every day for two weeks. Add three glasses of fresh clear drinking water to your daily routine. You will find, like so many others, that your concentration, mental clarity, energy level and ability to focus can dramatically improve with just these two simple changes.
Green is good for snacking.
There are many super green food products available. My favorite way to take super green is in powder form. Mix it in a strong tasting juice to make it more palatable. This powdered version mixture really packs a punch. One of the things I really like about it is that I can always feel of physical boost after use it. It is also a great value, since they include nearly a third more product in their containers than the competition.
Feed your brain and your body and watch your productivity and concentration grow. Your coworkers will wonder how you do it, your boss will wonder how much of a raise to give you and your family will thank you when you no longer come home dog tired and irritable. Modern life can be hectic. You deserve to have the nutrition and the energy you need to excel in all areas of your life. There’s a reason they call it a super green food and that is because super green powders can make you feel super too.
Darren Craddock is an expert in Naturopathy, Nutrition, Herbology, Massage, and Yoga. His passion is helping you live a long healthy life with Super Nutrition. Discover the instant energy boost of Enerfood Super Green Energy Drink at http://www.enerhealthbotanicals.com
Seven Essential Requirements of a Memorandum of Association
Every new limited liability company that is registered must submit a Memorandum of Association with the Companies House company registration forms. It is an essential feature when forming a company. Failing to submit a Memorandum of Association in the correct format would result in the company registration being declined.
The Memorandum of Association must state:
1. The name of the company with limited as the last word unless specific dispensation has been obtained to dispense with the word limited on the grounds of the company being formed for any of the objects specified or the liability of the members is unlimited. Before forming a company a name check should be carried out to ensure the proposed new limited liability company name is suitable and not too similar to an existing name.
2. The memorandum must state whether the registered office of the company is situated in England and Wales or in Scotland. The registered office of the company is where official documents such as Company House communications, notices, writs and summonses may be sent.
3. The objects of the company must be stated. The objects comprise of a main objects clause and a number of other clauses governing the activities of the company. Section 3A of the Companies Act 1985 permits the use of a shortened form of the objects clause which many newly registered companies adopt.
Composing an extended main objects clause takes research and great care to ensure it is all embracing within the industry and related activities of the company to avoid the possibility that the company may do business outside its stated objectives. The objects clause should also include all the activities a company may engage in to enable the main objects of the company to be carried out.
4. The Memorandum of Association must include a statement that the liability of the members is limited.
5. A limited liability company that is limited by shares must also state the amount of share capital the company proposes and the division of those shares into fixed amounts. For example, the share capital of the company is 1,000 pounds divided into 1,000 shares of 1 pound each.
6. The Memorandum of Association must also contain a clause regarding the subscription of the initial members of the company. This clause must state the name of each member, their address and description. A minimum of two members are required to register a new private company, the number of shares each subscriber is subscribing to and each subscriber should also sign the memorandum under their allocated shares.
7. The signatures of the subscribers to the Memorandum of Association must also be witnessed by a third party. No special qualifications are required by the third party witness except that the third party must be able to sign on the basis that the document has been signed by the subscribers who are who they say they are.
Whenever a new company is formed in the UK a Memorandum of Association must be supplied with the company formation documents that include Companies House forms 10 and 12 and the Articles of Association. Companies House forms 10 and 12 can be obtained from many sources include Companies House free of charge. In addition most newly formed companies who submit the details for company registration also adopt a standard set of Articles of Association, called Table A.
Technically Companies house do not require a copy of Table A to be submitted to them with the company registration if Table A is to be adopted. If the Articles of Association are not submitted then the company registration documents must include a letter advising Companies House that the new limited liability company wishes to adopt the standard Table A, Articles of Association as required under the appropriate Company Law un-amended.
Following the limited company formation a company may change the main objects clause of the Memorandum of Association by passing a special resolution that has to be approved by the members at an extraordinary general meeting. Details of the special resolution and a copy of the new Memorandum of Association are required to be registered with Companies House
Terry Cartwright, a Chartered Company Secretary, provides company formation documents http://www.diyaccounting.co.uk/company.htm
including the Memorandum of Association
http://www.diyaccounting.co.uk/company/memorandum.htm
to individuals wishing to form a new company in the UK
Getting The Right Balance With Corporate Events
It can be quite daunting arranging corporate events for the first time. What should you organise, when you should you organise and where should you organise it? You hear the words ‘just go and organise something effective’ and walk away and think HELP!
It’s not quite as bad as you think, it’s really not. If you think methodically and ask the right questions, then organising corporate events can be a relatively straight forward task that will have great productive outcomes, it’s all about getting the balance right and asking the right questions.
It’s often the case that the information you receive is quite woolly, getting details can be incredibly difficult but you do need details or you’ll end up doing the same research a dozen or more times and have you really got all of that time? Shouldn’t you be doing something else - like your proper job?
First things first and go straight for the jugular and ask what your budget is, it is crucial that you have this. If you hear the all too familiar response of ‘well you go and see how much they cost and we’ll look at it’ coming back at you, ask this question, are you to be looking at 50 pounds per head, 250 pounds per head or 500 pounds per head, this normally elicits a more workable response.
Then ask what it is that you should be looking to achieve from the day, is it to have a conference, team building or just pure corporate entertainment, again it’s very important to ascertain what your objectives are as there is such a wide range of corporate events to choose from. A estimated number of attendees is a vital piece of information, doesn’t need to be exact but you can imagine the difference that it makes if you plan an event for 50 and there’s actually 350 that are going to attend.
Once you have these two important details, you are nearly ready to go and start your initial research, just one final detail remains - what date are you looking to host it on? Now you don’t necessarily need an exact date but a month and preferably a day of the week would be extremely helpful. When you are looking to host your corporate events obviously dictates what you organise, there’s no point organising an It’s a Knockout water based team build in December and equally you may not want to be organising an indoor event in the height of summer.
So by now you should have been able to extract what budget you should be looking to work towards, what your objectives are, how many people will be going and what date you should be organising it on. You’ve managed to extract this information without having to pin someone down and you can see how you are not looking for specific details from them, you are simply looking for guidance from which specific plans for your corporate events can be drawn from.
Shaun Parker has arranged numerous corporate events and shares his experiences to make life easier for you. To find out more please visit http://www.accolade-corporate-events.com
What Happens Next After A UK Limited Liability Company Formation
After the UK limited liability company formation documents have been submitted to Companies House to register the new company Companies House will then send notification to the new registered office that the new company has been incorporated with the Certificate of Incorporation. Following confirmation that the new company has been formed the directors need to take a number of actions to start the new company on the correct footing.
Statutory Books and Registers
Following the company formation the directors have a legal responsibility to keep a set of statutory registers on behalf of the limited liability company, known as the statutory books. The statutory books to be kept include a statutory register of the appointed directors and their interests, a statutory register of members and a statutory register of charges on the company assets. The majority of company formation agents provide templates for the statutory registers
The statutory register of directors should include the full names and addresses of the directors which can be entered from the Companies House form 10 details originally submitted to Companies House when the new limited liability company details were submitted for registration. In addition the director interests should be included such as other directorships and specific interests in any company assets.
The statutory register of members is a list of the company shareholders which will include the original subscribers to the memorandum of association. This statutory register of shareholders should state the name and address of the shareholder, the number of shares issued stating the class of share if different classes are issued and the date when those shares were issued. The date the shares were issued to the subscribers to the memorandum of association would be the date the company was incorporated.
It is a legal requirement to keep a statutory register of any charges, mortgages and debentures that have been contracted by the company. The statutory register should also include the details of any assets which are the subject of those charges.
Share Certificates
After the company has been incorporated the newly formed company should issue to its shareholders a share certificate which is prima facia evidence of the ownership of those shares. There is no prescribed convention for the design of the share certificate which is an internal corporate affair. The details entered on a share certificate would be the company name, shareholder name, registered office of the company, class and number of shares with the share certificate normally signed by the issuing authority such as the company secretary.
Disclosure of the Limited Company and Name
Under the Companies Act 1985 each company must paint or affix the name conspicuously on the outside of every office and place of business even if this is the home of the director. The company must also state its name legibly on all company business letters, order forms, official publications, cheques, orders, invoices, monetary notes and receipts and on all websites.
In addition companies must also state its pace of registration e.g. registered in England and Wales or registered in Scotland and the company registration number on all business letters, order forms and websites. A company does not have to show its directors names on business letters but if it chooses to do so then all the director names must be shown. A business letter must show every directors name or none.
Annual Return
Every year Companies House will send an annual return to the company registered office with the corporate details pre-printed. This annual return is known as the shuttle form and should be signed and returned to Companies House within 28 days confirming the details are correct also enclosing the annual filing fee of thirty pounds.
Any new details or changes to the information contained on the form should be advised to Companies House on the appropriate document such as changes in registered office or directors. In many cases particularly for small limited companies there are no changes and the form can simply be signed and returned. It is important that the annual return is returned as failing to do so can and does trigger a process that would lead to the Company being listed in the London Gazette and eventually dissolved with various penalties to the directors who failed in their responsibilities.
Company Accounts
A company must both keep company accounts which start on the day of incorporation, the initial shares having been issued and paid on that day. When the accounts are completed and submitted at the end of the financial year the directors must also confirm and state that a satisfactory system of financial control has been maintained.
Unless the accounting reference date is changed and notified to Companies House the first financial year end will be the accounting reference date which is the last day of the month 12 months after the date of incorporation or within 7 days of this date. The company accounts have to be made up to this date. The company accounts year end date can be changed by the company only if application is made to notify that change before the notified filing date for the accounts.
Terry Cartwright, a Chartered Company Secretary, provides inexpensive company formation packs at http://www.diyaccounting.co.uk/company.htm including statutory books and share certificates at http://www.diyaccounting.co.uk/company/statutorybooks.htm for individuals starting a limited company
First Impressions Do Count
It had been a long, hard road to get this business underway. I had overcome adversity in the form of financial difficulties, from getting the right financial backing to haggling over lease agreements and counting the pennies when it came to staff salaries and internal decorating. Cutting corners on workwear seemed wholly appropriate for a new business to save money.
I had faced my own anxieties over family life too. Do I work for someone else and leave the responsibilities at the shop at 5pm to go home and concentrate on the family? Or do I take the bull by the horns and invest in my own business, following my heart with a career that I have always wanted to map out for myself?
My own despondency has also come into play along the way. My friends and family have rallied round, all helping me with this project leaving me yo-yoing between awe for their kindness and guilt over accepting it.
Anyway, there we were. All problems overcome, all equipment in place, all staff briefed and smiling. The doors were officially opened by a minor local celebrity, champagne served and I was more than happy with the interest the local community had shown in the latest local eatery to open in their neighbourhood.
Despite the initial interest, business rumbled along on a so-so basis for several months and I began to worry. I took a few days out, spending my time visiting other restaurants in the area, to see if I could spot where mine was lacking. Calling over a waitress one afternoon, inspiration came along with my meal.
I went back to my own treasured establishment and as soon as I walked through the door I could see what it was. Or rather, i couldn’t see it! Thinking I would create a relaxed working atmosphere for my staff thus bringing about a happier working environment was more an excuse to save money on uniforms and workwear. And it was definetly counter-productive.
I couldn’t spot a waitress and I knew who they were! They just looked like the customers. The lack of positive response from the public in recent weeks was also taking its toll on the general working atmosphere. I tried the kitchen. No way to differentiate between head chef, kitchen porter or even myself as business manager.
I decided I needed to invest in some uniforms. Chef’s whites and safety footwear were soon delivered along with proper waiters and waitresses workwear as well as a little treat of smart business clothing for myself.
This is just what we needed. Everybodys knows where they belong as well as the public being able to identify the necessary staff. Morale has improved. Determination to produce excellent service has been boosted, my staff look happy and shiny and business is booming!
Expert businessman Shaun Parker looks into the impact of appropriate workwear on business. To find out more please visit http://www.matrixuniforms.co.uk/
Do It Yourself Limited Liability Company Formation
Starting a limited liability company in the UK requires the submission to Company House forms, 10 and 12, plus a memorandum and articles of association to complete the company formation and registration.
Companies House Form 10
First directors and secretary and intended situation of registered office
Company formation Form 10 is where the details of the first director(s), company secretary and the proposed registered address of the proposed limited liability company are recorded. Details required include the names and addresses of the officers and in respect of directors the date of birth, occupation and details of other directorships held within the last five years.
Before submitting the registration forms visit the Companies House website and carry out a name check to ensure the name is suitable and available. Names similar to existing companies are unsuitable as are any names likely to cause offence. On form 10 enter the proposed limited liability company name in full including Limited as the last word and the proposed registered office.
A company registered office is the address where Companies House can send letters to the limited liability company after the company formation. Enter the names and addresses of the Company Secretary, and the Directors in alphabetical order. Companies House reject registrations with invalid addresses. It is recommended that all addresses and postcodes are double checked before submission on the royal mail site which is a check Companies House will also carry out.
Form 10 must be signed and dated by each officer and each subscriber to the Memorandum of Association or by an agent on behalf of all the subscribers to the Memorandum of Association.
Companies House Form 12
Declaration on application for registration
Company formation Form 12 is a statutory declaration that all legal requirements relating to the incorporation of the company has been complied with. This declaration can be signed by a solicitor engaged in the formation of the Company or a person named as director or secretary on form 10 under section 10 of the Companies Act 1985.
The Declarant signature on form 12 has to be signed in front of and confirmed by a Commissioner for Oaths, Notary Public, Justice of the Peace or Solicitor. The date and signing of form 12 must be after all the other documents are signed and dated as form 12 is a legal declaration that the details being submitted are true. The form must clearly show if a person has signed on behalf of a corporate director. If it appears that the person who signed is not a director, this will cause delay.
Memorandum of Association
Every company formation requires a Memorandum of Association which is the record of the limited liability company name, where the registered office is situated and the objects of the limited company. The memorandum of association objects clause can be as simple as to carry on as a general commercial company. On the first page of the Memorandum of Association enter the Company Name.
The Memorandum of Association includes the number of shares being issued which can be any number the subscribers feel appropriate. On the final page enter the name and addresses of the subscribers to the Memorandum. These are the persons who are taking up the first shares in the company. The number of shares issued to each subscriber can be set at one share each. This can be changed to whatever arrangement is required provided the total number issued is less than the total number of shares.
The company’s memorandum delivered to the Registrar must be signed by each subscriber in front of a witness who must attest the signature. Also enter the name and address of the witness to the subscribers who has signed Memorandum of Association. This witness can be any third party able to witness and confirm the signatures are correct.
Articles of Association
The standard Table A, Articles of Association, is a statutory document that governs the internal affairs of the company and it is recommended that Table A is adopted in its entirety when starting a limited liability company.
If the Articles of Association is unmodified then it is not strictly necessary to send this document with the documents for registration. However if the Articles of Association are not submitted a letter has to be sent with the application stating that Table A without modification is being adopted. I