LowTax Limited - Chartered Management Accountants, Essex


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Company Formation

A limited company is a legal entity and as such there are many rules and regulations surrounding the formation, direction and control of a company.

A company can either be "off the shelf" or we can form it for you. If you choose an "off the shelf" company it will be available immediately. The name will be fixed, but that can be changed at a later date. We guarantee that all "off the shelf" companies have never traded and have liabilities whatsoever. The only difference is the choice of name.

Our formation service always includes all setting up duties including your VAT Registration, PAYE scheme, Corporation Tax reference and bank account opening, so that all the administration of set-up is done for you.

We use a Company Formation Questionnaire to help obtain the information we require to proceed with the transfer of an "off the shelf" company or the formation of a new company. The following points should be read in conjunction with our questionnaire.

If you want a brand new company the first thing to decide is the company name. We are happy to help in the choice of name. The name must be unique, inoffensive and not misleading. We can obtain immediate clearance that your choice of name is available, but we cannot reserve the name. It is therefore important that once we have clearance for your choice of name, the application is submitted as soon as possible.

The company we form with you will have a nominal share capital of 10,000 shares of £1 each, split equally into different classes, namely A, B, C, D and E shares . This means that you may purchase up to that number of shares but most clients will only purchase 100 shares, costing £100. Effectively, you should leave £100 in the company at all times.

We must authorize the company to undertake a certain activity (it's objects). We suggest the following:

"To carry on business as a general commercial company."

If this does not cover the potential trade or your requirements please contact us for custom Objects Clauses.

You need to establish a Registered Office for the company. This is the Official address of the company. It should not be confused with the trading address. Each company is obliged to make available it's statutory records for inspection. The Registered Office is the place those records are kept and can be inspected.

You can use our office as your Registered Office for no extra charge. One advantage of this is that correspondence relating to statutory matters can be sent directly to us by the Registrar of Companies.

Every company needs at least one director and one secretary. A sole director cannot also be secretary, therefore, if you wish to act as director and secretary you must appoint a second director.

A director is a person responsible for the proper direction of the company. For each director we need to know the following information:

  1. Present full name
  2. Any former names (does not include maiden names)
  3. Usual residential address
  4. Nationality
  5. Business occupation
  6. Particulars of any other directorships held during the last 5 years
  7. Date of birth
  8. National Insurance Number

The Secretary is a person responsible for maintaining the Company's statutory records. The only information we require is (1) and (2) above. We have a Company secretarial Service company (LowTax Secretarial Services Limited) which can act as your company secretary for no extra charge.

Finally, the company needs at least one shareholder. Dividends are paid to each shareholder in accordance with the number and ratio and classification of shares held. Speak to us about our tax planning for partner/spouse.

We can discuss your exact shareholding requirements with you. But you will need to purchase at least 1 share. By purchasing the shares you effectively own a share of the company and the amount paid must remain with the company. It is not your money, it's the company's.

It takes around ten days for a new company to be formed, but as already mentioned, "off the shelf" companies are available immediately.

Whatever type of company you opt for we will provide you with the following:

Three sets of Memorandum and Articles of Association. These are statements of the Company's name, where it is registered and it's objects. You will need to provide one copy for your bank, we keep one copy and the other copies should be kept in a safe place in case they are needed in the future;
Three copies of your Certificate of Incorporation. Again, your bank will require a copy, some bank's insist on seeing the original. Please do not leave it with them, but rather arrange for them to copy the Certificate and certify that they have seen the original;
Stock transfer form transferring the initial start-up share to you;
Minutes of the first meeting of the company; Guarantee and indemnity that the company has never traded;
Share certificates in the names of the shareholders as discussed and advised by you. Please keep these in a safe place;
We will also enclose various forms for you to sign and return to us. These are forms supplied by the Registrar of Companies and provide details of the directors and secretary as listed above;
Now you have your company you are ready to enter the business world.