Frequently Asked Questions (FAQ's)

A limited company is a separate entity created by incorporation at Companies House. Its profits, losses, assets and liabilities are its own. The company is owned by its members (the shareholders) and run by the director (or directors) whose assets are protected from loss if the business should fail. This is sometimes referred to as limited liability. Because a company has a life of its own the business can continue despite the resignation or death of any directors or shareholders and the sale of the business or the introduction of outside investors are simplified. Reasons for wanting or needing a limited company may include ownership of property, obtaining outside finance, taxation, status and protection from risk.

Once incorporated Companies House issue a certificate and company registration number. This becomes the company's ID so to speak. You can change the company's name at any time but you still keep the registered number.

A PLC is a public limited company and a limited company is a private limited company. Private limited companies are much more common than public limited companies.

A plc may be listed on the Stock Exchange or the Unlisted Securities Market but does not have to be.
A private limited company cannot be listed.

Before it can start to trade, a plc must have at least £50,000 worth of shares issued and at least 25% of the value must have been paid.
A private limited company can have just one share issued.

A plc must have at least two directors and a secretary.
A private limited company may have just one director and a secretary.

First and foremost, the principal benefit of trading via a limited company has always been the limited liability bestowed upon the company's officers and shareholders. As a sole trader or other non-limited business, personal assets can be at risk in the event of a failure of the business, but this is not the case for a limited company. As long as the business is operated legally and within the terms of the Companies Act, directors' or shareholders' personal assets are not at risk in the event of a winding up or receivership.

Many of the costs associated with managing and operating a limited company are not much greater than with a non-limited business.

There is no obligation for a limited company to commence trading within any set time period after its incorporation. This means that the formation of a limited company is one simple and low cost method to protect a business name. Whilst this does not in itself give any rights to use of the business name, many clients form companies in anticipation of future development of new businesses or in order to protect the limited company name of an existing non-limited business for the future. No two limited companies can exist with exactly the same name.

Every company director has a personal responsibility to ensure that statutory documents are delivered to the Registrar of Companies as and when required by the Act. In particular Accounts; Annual returns (Form 363); the appointment of a new director or secretary - use Form 288a; an officer's resignation from the company - use Form 288b; Changes in an officer's name or address or any the other details.

Our system uses the Electronic Filing facilities at Companies House. Companies House aim to respond to electronically filed documents within 4 working hours. Although this is not always possible, it does generally mean that if you placed an order before midday on a normal working day we can have your company incorporated by the end of that same day. Our best turnaround time to date has been a company formation completed in less than one hour.

It is important to check that the name you want is acceptable to Companies House.

Briefly, the restrictions are that:

• You cannot register the same name as another company
• The use of certain words is restricted
• Names likely to cause offence are not allowed

It is also important to check whether your chosen name is similar to any other names already on the register. If your chosen name is too like another name, an objection could be made within the 12 months following the incorporation of your company and you could be directed by the Secretary of State to change the company's name.

Certain words and phrases are classed as sensitive by the Department of Trade and Industry. If this is the case you will be prohibited from using them or you might have to justify you are entitled to use the name. For more information on this subject see Companies House notes CHN2, CHN3 & CHN11.

This is the Official certificate that Companies House issues when a company is incorporated. It will include the date of incorporation, your company name and registered number. We will email this to you along with any other relevant documents.

These are the rules for running the company. They show what the company can do by law, where its registered office should be, how much share capital can be issued etc. Unless you have requested differently your memorandum and articles will state that the company's registered office will be in England or Wales and your authorised share capital is £1,000 for limited companies and £50,000 for PLC's. Your bank will require a copy of your memorandum and articles of association when you open an account for the company.

The company must state its name, in legible lettering, on the following:

• All the company's business letters
• All its notices and other official publications
• All bills of exchange, promissory notes, endorsements, cheques and orders for money or goods purporting to be signed by, or on behalf of, the company

Every company must paint or fix its name on the outside of every office or place in which its business is carried on - even if it is a director's home. The name must be kept painted or fixed and it must be both conspicuous and legible.

A private limited company must have at least one director and one company secretary Formal qualifications are not required, but unless there are two directors, a person cannot be the sole director and secretary.

A PLC company must have at least two directors and the company secretary must be qualified to hold the position.

Anyone, of any nationality anywhere in the world can be appointed director unless:

• They have been disqualified by court order
• They are an un-discharged bankrupt
• They are a foreign national subject to restrictions imposed by the UK Government.

Since 14th July 1992 a private company limited by shares can be registered as, or become, a single member (shareholder) company. This means that a single member now has no personal liability for the debts of a company beyond their share holding.

Changes to the Companies Act in 1989 mean that a seal is no longer required and therefore our basic and standard packages do not include a seal.

Companies formed with Auxesia Accountancy are formed with the correct offices and subscribers (shareholders) from incorporation. This means that there is no need for the commonly referred to "First Meeting" to resign the nominee officers. This also saves time when opening a bank account as it will always be the correct officer details displayed on a company search by the bank.

Companies formed with Auxesia Accountancy are formed with the correct share holders from incorporation, so there is no need for initial share transfer forms. Importantly, this also means there is no need to pay stamp duty on the transfer of any shares either. However, Form 88(2) is available for download from the Companies House website, should you wish to issue any further shares in your company after incorporation.

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 2 July this year, the accounting reference date will be 31 July, and its first financial year must end on 31 July next year (or within seven days of that date).

You may change it by sending Form 225 (available for download from companies House website) 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.

This is the number of shares your initially authorise your company to issue to shareholders/subscribers. Usually a share issue of 1000 with each share valued at £1 is used.
It is worth noting that although you authorise 1000 shares, if only 1 share is issued to one person, that person becomes 100% shareholder in the business.

If you wish to issue further shares up to the authorised share capital form 88(2) should be completed and sent to the Registrar of Companies.
You can increase your authorised share capital by passing an ordinary resolution at a general meeting. A copy of the resolution and Form 123 detailing the proposed increase must then reach Companies House within 15 days of being passed.

Private companies that have not traded or otherwise carried on business for at least three months may apply to the Registrar to be struck off the register.

The registered office is an address in England or Wales (or Scotland if your company is registered there) where documents can be delivered to the company.

Companies House uses the Post Office address file to verify addresses; so, to avoid delays, please ensure that your proposed registered office address is recognised by the Post Office and always give the correct postcode on forms sent for registration.

If a company changes its registered office address the new address must be notified to Companies House on Form 287.
This can be done online using our website free of charge, as often as you need to.

Yes, we are able to offer this service at a cost of £49.99 per annum. To take advantage of these services just select the option presented to you when placing your order (at the stage where you enter the company name you wish to Incorporate).

If you wish to register for VAT, it is a simple procedure. All you have to do is tick the option when ordering your company and we will proceed to register your company with the UK VAT office. If this is on a voluntary basis, you must provide proof of the company’s intention to commence trading. In any case, the company must register for VAT once its turnover reaches £58,000.

In general if you are selling to the public your prices will be lower if you do not charge VAT. If you are selling to business the VAT will not affect the cost to the business, and you will be able to reclaim all your VATable costs. (Most things apart from Rent, Rates and Salaries).

IR35 was first proposed in the 1999 Budget. The purpose of the IR35 rules is to remove opportunities for the avoidance of tax and Class 1 National Insurance Contributions (NICs) by the use of intermediaries, such as service companies or partnerships, in circumstances where an individual worker would otherwise be an employee or an office-holder of the client. IR35 is most applicable to workers in the IT, telecoms, engineering, oil, gas, offshore and pharmaceutical industries and to interim managers. However, the legislation is such that any personal service company may be affected. If engagements are deemed to be within IR35 then the tax and NI burden increases by approximately 15%.