Who can incorporate a UK company?

One or more physical or legal persons can form a company for any lawful purpose by subscribing their names to a memorandum of association.  Legally speaking, ‘person’ can refer to individuals, companies and other bodies.

What kind of UK companies can be incorporated?

There are four types of company:

• Private company limited by shares: This company has a share capital and the liability of each member is limited to the amount, if any, unpaid on their shares. A private company cannot offer its shares for sale to the general public.
• Private company limited by guarantee: This company does not have a share capital and its members are guarantors rather than shareholders. The members’ liability is limited to the amount they agree to contribute to the company’s assets if it is wound up.
• Private unlimited company:  An unlimited company may or may not have a share capital but there is no limit to the members’ liability.
• Public limited company: A public company has a share capital and limits the liability of each member to the amount unpaid on their shares. It can offer its shares for sale to the general public.

What  information is required for the incorporation of a UK company?

• The proposed company name
• The address of the Registered Office
• The type of the company
• Choice of articles of association
• Information about the directors and the secretary (details and residential address), if applicable
• A statement of capital and initial shareholdings or a statement of guarantee
• A statement of compliance or guarantee

What is the registered office?

Every company must have a registered office. The registered office must be a physical location where notices, letters and reminders can be delivered to the company. The registered office does not need not be the place where the company carries on its day-to-day business. If any person you deal with in the course of your business requests in writing the address of your registered office, or the location where they can inspect your company records, or details of the records that you keep at your registered office, you must respond within five working days.

What is the certificate of incorporation?

The certificate of incorporation is conclusive evidence that the requirements of the Companies Act 2006 as to registration have been complied with and that the company is duly registered under this Act.

The certificate must state:

• the name and registered number of the company
• the date of its incorporation
• the type of the company (whether it is a private or a public company)
• whether the company’s registered office is situated in England and Wales, Wales, Scotland or Northern Ireland

The certificate must be signed by the registrar or authenticated by the registrar’s official seal.

What is the minimum number of officers required for the formation of a UK company.

• Private companies: At least one director. A secretary is not needed unless the company’s articles of association require it.
• Public companies: At least two directors and a secretary. At least one director must be an individual. The secretary of a public company must be qualified.

Can anyone be a company director?

It is up to the members to appoint the directors who will run the company on their behalf.

The only restrictions that prevent anyone becoming a director are:

• they must not have been disqualified from acting as a company director (unless the court has given them permission to act for a particular company)
• they must not be an undischarged bankrupt (unless they have been given permission by the court to act for a particular company)
• minimum age: 16

Are there any restrictions for the choice of the company name?

Yes, there is a certain number of restrictions and controls on your choice of company name.

If your company is a private company limited by shares or guarantee its name must end with “limited” or “Ltd”.

If your company is a public company its name must end with ‘public limited company’ or ‘p.l.c.’.

For additional restrictions, please get in touch with our specialized lawyers.

Can your company be exempt from including “limited” in its name?

Yes, provided that your company is a private company limited by guarantee and the articles of association include clauses that:

• state that the objects of the company are the promotion or regulation of commerce, art, science, education, religion, charity or any profession
• require its income to be applied in promoting its objects
• prohibit the payment of dividends, or any return of capital, to its members
• require each member to contribute to the assets of the company if it is wound up during the time that he is a member or within 1 year of him ceasing to be a member.

If your question is not included among the above, please do not hesitate to contact us.