29/10/2019

UK Company Formation Legal Information

Legal

Country code – GB

Legal Basis – Common law

Legal framework – UK Companies Act 1985, amended in 1985 and 2006

Company form – Private company limited by shares (Ltd)

Liability – The liability of the shareholders for the company is limited to the amount of their respective shareholdings.

Share capital – The minimum paid up share capital for a Private Limited Company is GBP 1. There is no concept of authorized share capital in the Companies Act. Share capital may be denominated in any currency and different classes of shares may be denominated in different currencies.

Shares may be issued as registered, preference, and shares with or without voting rights. Redeemable shares and share warrants to bearer may be issued. Non-par value shares are not allowed.

Shareholders – A company limited by shares must have at least one shareholder, who can be a director. There’s no maximum number of shareholders. Shareholders may be either natural or legal persons, residents or non-residents, without limitations. The identity and personal information of the stockholders are publicly disclosed.

Directors – A private limited company should have at least 1 director, who must be a natural person. Corporate directors are allowed, provided that at least 1 director is a natural person. Directors may be residents or non-residents. Details of directors are available to the public.

Directors of publicly traded companies must meet certain requirements including, in certain circumstances, the requirement to be independent (that is, not to have a material relationship with the company or its management).

Secretary – The company may appoint a secretary, but it is not mandatory.

Registered Address – A Ltd. company registered office address is where official communications will be sent, for example, letters from Companies House. The address must be a physical address in the UK and in the same country the company is registered in, for example, a company registered in Scotland must have a registered office address in Scotland.

A company limited can use a PO Box but must include a physical address and postcode. It can be a home address or the address of the person who will manage the company. Company address will be publicly available on the online register.

General Meeting – Annual general meetings are not mandatory. If they take place, they can be held be anywhere and by electronic means or by proxy.

Electronic Signature – Permitted.

Re-domiciliation – Continuation of a foreign entity in the United Kingdom is allowed, subject to the Companies House approval.

Compliance – Company must maintain records about the company itself, financial and accounting records and supporting documentation, which must be kept for 6 years. Records must be kept at the registered office.

All UK Companies must file an annual return with their accounts with the Companies House, available to the public, and a tax return with the HM Revenue & Customs. Companies must appoint an auditor and file their accounts audited. A company may qualify for an audit exemption if it has at least 2 of the following:

An annual turnover of no more than £10.2 million; assets worth no more than £5.1 million; 50 or fewer employees on average.

  • Shareholders Not Disclosed
  • Directors Not Disclosed
  • Corporate Shareholders Permitted
  • Corporate Directors Permitted
  • Local Director Required
  • Secretary Required
  • Local Secretary Required
  • Annual General Meetings Required
  • Redomiciliation Permitted
  • Electronic Signature
  • Annual Return
  • Audited Accounts
  • Audited Accounts Exemption
  • Exchange Controls
  • Common Law Legal Basis
  • 1 Minimum Shareholders
  • 1 Minimum Directors
  • GBP 1 Minimum Issued Capital
  • – Minimum Paid Up Capital
  • GBPAny Capital Currency
  • Anywhere Location Of Annual General Meeting
  • 2017 AEOI