1. GENERAL INFORMATION
2. ADVANTAGES AND DISADVANTAGES OF A PRIVATE LIMITED COMPANY
3. COMPANY FORMATION PROCEDURE, COST AND REQUIREMENTS
4. SETUP
5. NAMING THE COMPANY
6. COMPANY SHARES
7. ACCOUNTS, AUDITS AND RETURNS
8. COMPANY STATIONERY
9. VALUE ADDED TAX
10. BANK ACCOUNTS
11. DOMAIN REGISTRATION AND WEB HOSTING
12. ADDITIONAL SERVICES
13. PAYMENT PROCEDURES

GENERAL INFORMATION

WHAT IS A COMPANY?

A company is recognised in law as a legal entity, separate from the person or persons who formed the company and/or the directors and shareholders i.e. it has a separate legal existence.

WHAT TYPES OF COMPANIES CAN BE FORMED THROUGH companies4less ?

companies4less can help you in forming a Private Company Limited by Shares. In this business structure, a Member's liability is limited to their capital contribution in the company.

FEATURES OF A PRIVATE LIMITED COMPANY (limited by shares)

A private UK limited company (limited by shares) is considered as one of the most easily managed and cost effective business structures. Some of its outstanding features are:

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ADVANTAGES AND DISADVANTAGES OF A PRIVATE LIMITED COMPANY

ADVANTAGES

DISADVANTAGES

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COMPANY FORMATION PROCEDURE, COST AND REQUIREMENTS

WHO CAN FORM A COMPANY?

According to the Companies Act 1985 and subsequent legislation, a private limited company can be formed for any lawful reason by one or more persons with one subscriber to the Memorandum of Association.

WHAT IS INCORPORATION?

Incorporation of a company is a procedure by which the company is registered at Companies House and becomes a legal entity separate from its owners. This process is commonly known as registration, incorporation or formation.

HOW DO I FORM / INCORPORATE MY COMPANY THROUGH companies4less ?

companies4less , an approved registrar, has completely automated the company incorporation procedure. You can form your company online with no hard copy documents to sign. All you need to do is fill in companies4less online application form which asks you for all the required information and company details.

Please click on the following link to go to this online application form: http://www.companies4less.co.uk/search/search.php

ELECTRONIC COMPANY FORMATION PROCEDURE

To order your company online, please follow these steps:

1. Logon to www.companies4less.co.uk
2. Click the relevant Order Now button
3. Enter your desired company name and click the Search button
4. Select any additional services (e.g. Value Pack, Express Formation etc.) if desired
5. Click the Next step button
6. Review your shopping cart and click the Next step button

If you are a new customer, continue with the following steps:

7. Click the New Customer button
8. Fill out the registration form and click Register button
9. Review your registration details and click Next step button
10. Fill out the company details form and click the Next step button
11. Enter payment details and click the Check Out button

If you are an existing customer, continue with the following steps:

7. Enter login details and click Log In button
8. Fill out the company details form and click the Next step button
9. Enter payment details and click the Check Out button

Once we receive your payment, your company will be formed in approx. 3-4 working days.

TIME REQUIRED FOR COMPANY FORMATION

Using companies4less ' electronic company formation services, the entire company formation procedure is completed within 3 to 4 days, unless you have opted for companies4less "Express Formation" service. This service would cost you £25.00(extra) and would normally form your company within 8 working hours (9am to 5 pm GMT).

WHAT IS THE COST OF COMPANY FORMATION?

companies4less ' standard company formation package would cost you £20.00 unless you opt for any of companies4less ' additional services. This cost includes the following:

REQUIREMENTS FOR A PRIVATE LIMITED COMPANY

Following requirements are to be fulfilled to form a private limited company in the UK:

WHICH COMPANY DOCUMENTS WILL BE PROVIDED BY companies4less ?

Using companies4less ' company formation services, All the company documentation is available online in PDF format. You can login to your account using your customer ID and password and can access these documents online. These documents include the following:

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SETUP

WHAT IS A REGISTERED ADDRESS?

It is the official address of a company to which all the company related correspondence is sent e.g. Companies House letters and reminders, HMRC returns and other notifications etc.
It has to be a valid postal address anywhere in the UK i.e. England, Scotland or Wales. Any change of a company's registered office address must be approved by the directors and notified to Companies House using Form 287.

CAN A P. O. BOX BE USED FOR REGISTERED OFFICE ADDRESS?

Yes, provided the full address is given, including the postcode, and it is validated by the Royal Mail.

WHAT IS THE MINIMUM NUMBER OF OFFICERS REQUIRED?

A private limited company must have at least:

WHO BECOMES A SECRETARY?

For a private limited company's secretary, there are no specific qualification requirements. Neither there are any nationality or residence restrictions for company secretary. Therefore any one who is responsible enough to look after company's affairs can be the company secretary.

DOES EVERY COMPANY NEED A SECRETARY?

No, company secretary requirement is optional. if a company has only 1 director, he can act both as a director and a secretary. A person independent of the sole director can also be appointed as the company secretary, if required.

WHAT RIGHTS DOES A COMPANY SECRETARY HAVE?

The Companies Act grants no special rights to the company secretary. These rights depend on the clauses in the employment contract / agreement.

WHAT ARE THE DUTIES OF A COMPANY SECRETARY?

The company secretary does not have specific duties, according to the law. However the secretary might perform the following duties:

• Maintain the statutory registers
• Ensure timely delivery of statutory information to Companies House
• Issue notice of meetings to directors and members of the company
• Provide proposed resolutions to the members and passed resolution to auditors
• Send copies of resolutions and agreements to Companies House
• Provide copy of accounts to anyone eligible to get such a copy
• Maintain and manage company resolutions and minutes of the meetings
• Manage access to company records
• Possess and use the company seal

WHERE DOES FORMATIONS HOUSE COME IN?

A private limited company can be incorporated if you do not have a company secretary. However, if you decide to appoint a secretary, Companies4Less can help you in this regard by providing a Nominee Secretary Service. This service would cost you £25 per annum.

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NAMING THE COMPANY

CAN I CHOOSE ANY NAME I WANT FOR MY COMPANY?
It must be ensured that your selected company name is acceptable to Companies House, before you begin the incorporation procedure. Following restrictions are applicable on company's name:

I HAVE REGISTERED A LIMITED COMPANY, CAN I OBJECT TO SOMEONE TRADING UNDER MY NAME?

These name disputes are usually taken to the court for decision. companies4less would advise you to consult a solicitor in this regard

HOW DO I OBJECT TO THE REGISTRATION OF A COMPANY NAME THAT IS VERY SIMILAR TO MINE?

In order to raise an objection, you need to send a letter of complaint to the office of The Secretary of State for Trade and Industry.

CAN I CHANGE MY COMPANY NAME AFTER INCORPORATION?

Yes, a company name can be changed any time after the incorporation.

CAN companies4lessFILE A NAME CHANGE APPLICATION ON MY BEHALF?
Yes, companies4less can file a name change application on your behalf. It would cost you £25.00 and it normally takes a week to complete this process. You will receive a new Certificate of Incorporation as soon as your company's name is changed.

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COMPANY SHARES

WHAT IS SHARE CAPITAL?

Share capital is the investment in a company by its members (owners). The amount is contributed in exchange for the share of ownership, a certificate being issued for each share.
When a company is established, the people who form the company decide that the member's liability is limited to their contributed share capital. The Memorandum of Association for a company states the following things in this regard:

Those people who have agreed to take some or all of the company shares are called "Subscribers"

WHAT IS AUTHORISED SHARE CAPITAL?

Authorised share capital is the maximum value of shares that can be distributed to existing or potential investors. In other words, the amount of share capital stated in the Memorandum of Association is the company's 'authorised' share capital. The company's authorised share capital may also be called its 'nominal' share capital.

IS THERE A MAXIMUM AND MINIMUM SHARE CAPITAL?

There is no minimum or maximum share capital requirement for a private limited company.

CAN A COMPANY ALTER ITS AUTHORISED SHARE CAPITAL?

Yes, a company can alter its authorised share capital.
In order to increase the authorised share capital, an ordinary resolution needs to be passed. A copy of this resolution and a notice of increase on Form 123 must be sent to Companies House within 15 days of being passed.
Similarly, company's authorised share capital can be decreased by passing an ordinary resolution to cancel all those shares which have not been taken or agreed to be taken by any person. Notice of cancellation of shares on Form 122 must be sent to Companies House within one month of this change.

WHAT IS ISSUED CAPITAL?

Issued capital is the value of the shares issued to shareholders. The amount of issued capital cannot exceed the amount of the authorised capital.
A private limited company may or may not issue all of its share capital at once.

CAN A COMPANY ALTER ITS ISSUED SHARE CAPITAL?

A company may increase its issued capital by allotting more shares but only up to the maximum allowed by its authorised capital. Allotments must only be done under proper authority. However, a private company is normally restricted to issuing shares to its members, to staff and their families and to debenture holders. However, by private arrangement, the company may issue shares to anyone it chooses.

CAN A COMPANY REDUCE ITS ISSUED CAPITAL?

A company cannot normally reduce its issued capital as this is the personal property of the shareholders, not of the company. However, the following exceptions apply:

WHAT DOES THE ALLOTMENT OF SHARES MEAN?

'Allotment' is the process by which people become members of a company. Once the subscribers agree to take shares on incorporation, these shares are regarded as 'allotted'.
Later, more people may become the members of the company and be allotted shares. However, the directors must not allot shares without the authority of the existing shareholders. This authority is either stated in the company's Articles of Association or is given to the directors by resolution passed at a general meeting of the company.

HOW DO I ALLOT SHARES?

Using companies4less ' services, you get a complete set of online company documents available in a PDF format. These company documents also include share certificates. You can print these share certificates and can use these to allot shares to any new shareholder.

WHAT IS THE PROCEDURE TO TRANSFER SHARES TO NEW INVESTORS?

The process for transferring shares to new or potential investors is simple. The existing shareholder has to fill out the relevant portion of the Stock Order Form and surrender the share certificates to the potential shareholder. The shares will officially be in the name of the new member once the stock exchange transaction clearing takes place.

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ACCOUNTS, AUDITS AND RETURNS

WHAT INFORMATION DOES COMPANIES HOUSE REQUIRE?

Company directors are personally liable to inform Companies House about the management, activities and capital structure.
For companies with limited liability, this information will also include accounts.

WHAT KIND OF ACCOUNTS AND RECORDS IS MY COMPANY REQUIRED TO MAINTAIN?

All companies are required to maintain a proper record of incomes, expenditures, assets and liabilities of the business. A proper set of financial statements - profit and loss account, balance sheet, cash flow statements etc. are required, which are to be submitted to the Companies House annually.
Limited companies are required to file their annual financial statements and returns with the Companies House before the closing date. Any delays will give rise to penalties. The set of accounts include

WHAT IS A DORMANT COMPANY?

A company that has no significant financial transactions during a financial year is a dormant company. It means there are no entries in company's accounting records. The amount paid for shares when the company is first formed and a few costs that the company may incur in order to keep the company registered at Companies House do not count as significant accounting transactions.

MY COMPANY IS DORMANT. DO I STILL HAVE TO SEND ACCOUNTS AND A RETURN?

Yes, dormant companies do need to submit accounts to Companies House. However since trading is not being carried out, these accounts are in an abbreviated form and do not carry too much detail.

DO ALL COMPANIES HAVE TO SUBMIT AUDITED ACCOUNTS AND RECORDS?

No, all companies do not need to submit audited accounts. Auditing is mandatory only when a turnover threshold is reached i.e. when your company has a turnover of over £1 million per annum and a balance sheet value of over £1.4 million.
Companies falling below this threshold are considered small companies. They may submit abbreviated financial statements which do not require to be audited.

WHAT ARE ABBREVIATED ACCOUNTS?

A company that qualifies as a small/dormant company may file abbreviated accounts consisting of:

There is no requirement for a profit and loss account or a directors' report to be included in the abbreviated accounts.
A company that qualifies as a medium-sized company may file abbreviated accounts consisting of:

WHAT PERIOD SHOULD THE ACCOUNTS COVER?

A company's first accounts must start on the day of incorporation. The first financial year must end on the 'accounting reference date' or a date up to seven days either side of this date. Subsequent accounts start on the day following the year-end date of the previous accounts. They end on the next 'accounting reference date' or a date up to seven days either side.

HOW IS ACCOUNTING REFERENCE DATE SET?

The accounting reference date is the date in each year to which accounts will be drawn up. The date depends on the date of incorporation as it is the last day of the month in which the anniversary of incorporation falls. For example, if your company is incorporated on 2nd July this year, the accounting reference date will be 31st July, and its first financial year must end on 31st July next year (or within seven days of that date).

CAN THE ACCOUNTING REFERENCE DATE BE CHANGED?

Yes. You may change it by sending Form 225 to the registrar. You must do this during the accounting period affected by the change or during the period allowed for delivering the associated accounts to the Companies House

Please note that normally you can increase the accounting period once in 5 years. However if you want to decrease the accounting period, no such limit exists. You can decrease the accounting period as many times as required

HOW LONG DO I HAVE TO DELIVER ACCOUNTS?

The first accounts of a private company must be delivered:

WHAT HAPPENS WHEN THE ACCOUNTS ARE FILED LATE?

A late filing of accounts is penalized depending on the delay and the company status. The current penalties applicable are:

DOES COMPANIES HOUSE NOTIFY WHEN THE ACCOUNTS AND RETURNS ARE TO BE FILED?

Yes, Companies House delivers several letters annually to companies and concerned officials. These letters include different notifications for submission of various documents and other company related information.
Directors of a company are responsible to maintain this correspondence and they should be aware of the appropriate due dates for different events.
Please make sure that Companies House has your correct registered office address. All the correspondence from Companies House, HMRC and other government departments is received at this registered office address.

WHAT ARE ANNUAL RETURNS?

An annual return contains certain company information up to the made-up date. It is separate from a company's annual accounts. An annual return must contain the following information:

And if the company has share capital, the annual return must also contain:

WHAT IS THE MADE UP DATE?

This is the date at which all the information in an annual return must be correct. The made-up date is usually the anniversary of:

WHEN MUST THE ANNUAL RETURN BE DELIVERED TO COMPANIES HOUSE?

All annual returns must be delivered to Companies House within 28 days of the made-up date given on the form.

WHAT ACCOUNTING SERVICES ARE PROVIDED BY companies4less ?

companies4less is able to assist its customers in their accounting matters. companies4less Accounting Services Package would cost you £300.00 for the first financial year. From 2nd year onwards the cost depends on the annual turnover. It includes the following services.

With every Annual Accountancy package ordered, companies4less supplies you with a free copy of Infini Accounts Pro software to manage your business transactions electronically. In addition, companies4less also provides a review service for the accounts that you maintain on Infini Accounts Pro, giving you the assurance that your accounts are appropriately maintained.

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COMPANY STATIONERY

ON WHICH DOCUMENTS MUST THE COMPANY NAME BE DISPLAYED?

A company must display its name in legible lettering on the following documents:

IS IT NECESSARY TO SHOW ANY OTHER COMPANY DETAILS?

Yes, a company must display the following details on all its business letters and order forms:

IS IT NECESSARY TO SHOW THE DIRECTORS' NAMES?

A company is not required to display its directors' names on its business letters. However, if a company chooses to do, it must state the names of all its directors i.e. it must show all of them or none of them.

CAN companies4less HELP IN DESIGNING COMPANY STATIONERY?

Yes, companies4less can certainly help you in designing your company stationery. You can purchase companies4less graphics package which would cost you £100.00 and it includes the following:

You can also give your own specifications for stationery design. If you wish to proceed, please visit www.graphics4less.com .

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VALUE ADDED TAX

IS VAT REGISTRATION MANDATORY FOR PRIVATE UK LIMITED COMPANIES?

No, VAT registration is not mandatory for all private limited companies. A company needs to register for VAT only if it expects its turnover to reach the VAT threshold.
However, you may also register voluntarily, even though your taxable turnover has not reached the VAT threshold. There are certain advantages for registering with the HMRC such as:

WHAT IS THE THRESHOLD FOR VAT?

You need to register your company for VAT with HM Customs and Excise when:

CAN companies4less ASSIST IN VAT REGISTRATION?

Yes, companies4less can certainly help you in getting your company VAT registration. it would cost you £50.00 and it usually takes approx six weeks to complete the registration process.
Once the registration process is complete, you will be advised of your VAT number directly by the VAT unit.

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BANK ACCOUNTS

IS IT NECESSARY FOR EVERY PRIVATE LIMITED COMPANY TO OPEN A BANK ACCOUNT?

No, it is not mandatory for a company to open a business bank account. However, if you want to start trading you need a bank account for all your financial transactions.

CAN companies4less HELP IN OPENING A BANK ACCOUNT?

Yes, companies4less does provide an account opening service for business customers. The fee for this service is £500.00 and takes approx 10 days to complete in most cases.

WHICH BANKS DOES companies4less USE TO OPEN BANK ACCOUNTS?

companies4less uses HSBC to open business bank accounts for its customers.

CAN companies4less OPEN A BANK ACCOUNT IF I HAVE A BAD CREDIT HISTORY?

If you have a poor credit history or have County Court Judgments registered against you it is significantly more difficult to get a business bank account opened. However, companies4less may still be able to open a business account for you. An application for this service will be looked at on an individual basis.

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DOMAIN REGISTRATION AND WEB HOSTING

HOW CAN I START USING THE FREE DOMAIN NAME THAT YOU HAVE REGISTERED FOR ME?

You need to purchase companies4less ' Web Hosting Service to use the free domain name.

WHAT TYPE OF WEB HOSTING SERVICE IS PROVIDED BY companies4less ?

companies4less ' Web Hosting Service would cost you £50.00 per annum. It includes the following:

I HAVE NOT PURCHASED THE WEB HOSTING SERVICE WHEN I SIGNED UP, HOW CAN I SIGN UP FOR IT LATER?

Just send us an email with the Company name, domain name and Customer ID of your account and companies4less will set up the Web Hosting for you.

CAN I TRANSFER THE FREE DOMAIN NAME WHICH YOU HAVE REGISTERED FOR ME, FROM YOUR SERVER TO ANOTHER WEB HOSTING COMPANY OF MY CHOICE? WILL I HAVE TO PAY ANY TRANSFER FEES FOR THAT?

Yes you can transfer your domain name to any other Web Hosting company of your choice, by sending us their IPS TAG and companies4less will release the IPS TAG for them. No. you DO NOT have to pay transfer or any other fees for this.

HOW CAN I CREATE MORE POP EMAIL ACCOUNTS OTHER THAN 'INFO' ACCOUNT YOU HAVE PROVIDED?

You need to upgrade to pro version, which costs £50 (annual).

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ADDITIONAL SERVICES

EXPRESS FORMATION

Using companies4less ' online company registration services, it usually takes 3 to 4 days to complete the incorporation procedure. However, if you wish companies4less can get your company registered at Companies House within 8 working hours (9am to 5 pm GMT). This service is called Express Formation and it would cost you £25.00 extra.

REGISTERED OFFICE

Registered office address is a mandatory requirement to establish a UK Limited company. A registered address is a valid postal address within the UK i.e. England, Scotland or Wales.
companies4less is able to provide you with registered address service at a cost of £25.00 per annum. This address is used only to receive mails coming from Companies House not from customers or other trading parties.
If you use companies4less ' registered address service independent of company formation services, it would cost you £50.00

NOMINEE SECRETARY

A private limited company can be incorporated if you do not have a company secretary. However, if you decide to appoint a secretary, Companies4Less can help you in this regard by providing a Nominee Secretary Service. This service would cost you £25 per annum.

COMPANY INCORPORATION USING CUSTOMER'S OWN ARTICLES AND MEMORANDUM

companies4less can get your company incorporated using your own customized Articles and Memorandum of Association. It would cost you £25.00 extra.
As these customized articles and memorandum require special processing, it takes a week to complete the incorporation procedure.

VAT REGISTRATION

companies4less is able to get your company VAT registered at a cost of £50.00. It usually takes approx six weeks to complete the registration procedure.

BANK ACCOUNT OPENING

companies4less is able to open a business bank account for your company at a cost of £500.00. It usually takes 10 days to complete this process.

ACCOUNTING SERVICES

companies4less ' Accountancy Package would cost you £300.00 for the first financial year. From 2nd year onwards the cost depends on the annual turnover. It includes the following services

With every Annual Accountancy package ordered, companies4less supplies you with a free copy of Infini Accounts Pro software to manage your business transactions electronically. In addition, companies4less also provides a review service for the accounts that you maintain on Infini Accounts Pro, giving you the assurance that your accounts are appropriately maintained.

TRADEMARK REGISTRATION

companies4less also provides trademark registration service at a cost of £350.00. It usually takes six months to complete this process.

COPYRIGHTS REGISTRATION

companies4less provides copyright registration services at a cost of £150.00. It usually requires 6 months to complete this registration procedure.

APOSTILLE

companies4less is able to provide you with an Apostille at a cost of £150.00. It usually takes 5 days to prepare the Apostille.

COMPANY NAME CHANGE

companies4less is able to file a name change application on your behalf. It would cost you £25.00 and it usually takes 10 days to complete this procedure.

CONVERSION TO A DORMANT COMPANY

companies4less can help you in changing your company status to dormant. It would cost you £75.00. You need to send us your company name and registration number for this purpose. It takes approx. 10 days to complete this procedure.

SIC REGISTRATION

companies4less can get your business SIC registered at a cost of £10.00. It takes approx. 3 days to do this.

CERTIFICATE OF GOOD STANDING

companies4less is able to provide you with a Certificate of Good standing at a cost of £50.00. It takes approx. 8 days to get this certificate ready for you.

GENERAL POWER OF ATTORNEY

companies4less can provide you with a general power of attorney at a cost of £ 25.00 and it takes only 1 day to get it ready for you.

MINUTES OF MEETING

companies4less can prepare notarized minutes of meeting for you at a cost of £25.00. companies4less can get these ready for you within 24 hours.

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PAYMENT PROCEDURES

HOW CAN I MAKE MY PAYMENTS FOR THE SERVICES PURCHASED?

Payment can be made using any of the following methods:

• Cheque
• Draft
• Bank Transfer / Wire Transfer
• Credit Card
• Debit Card
• Solo / Switch

Cheque:

All cheques must be made payable to Accounts Centre Ltd. These cheques are to be sent to the following address:

companies4less
29 Harley Street
London W1G 9QR

Draft:

All drafts are to be made payable to Accounts Centre Ltd and to be sent to the following address:

companies4less
29 Harley Street
London W1G 9QR

Bank Transfer:

companies4less bank details for bank / wire transfer are:

Use the following details:
Acct Name: Accounts Centre Cy Ltd.
Bank: HSBC
Branch: HSBC Bank Plc, 431 Oxford Street, London W1C 2DA
Acct No: 92528436
Sort Code: 40-05-18
Swift: MIDLGB22
IBAN Number: GB48MIDL40051892528436


Credit Card:

In case of credit card, following information is required to process the payment:

Card Type: e.g. Master, Visa, American Express etc.
Card Number
Cardholders Name
Address where the card is registered
Expiry Date
CCV Code: the last three digits from the code written on the backside of the card

Debit Card:

In case of Debit Card, following information is required to process the payment:

Card Type:
Card Number
Cardholders Name
Address where the card is registered
Valid From
Expiry Date
CCV Code: the last three digits from the code written on the backside of the card

Solo / Switch:

Following information is required:

Card Number
Cardholders Name
Address where the card is registered
Valid From 
Expiry Date
CCV Code: the last three digits from the code written on the backside of the card

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