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1. How long does it take to set up a newly incorporated company through KHCS International?
2. What is a limited company?
3. What is the difference between a limited company and a plc?
4. Choosing a name for your company
5. Choosing a Domain Name
6. What is a certificate of incorporation?
7. What are Memorandum and Articles of Association?
8. How many officers are required?
9. Can anyone be a company director or secretary?
10. Does a company have to have more than one shareholder?
11. Do I need a company seal?
12. What is a registered office?
13. Will I need to file audited accounts?
14. Do I need to be VAT Registered?
15. How do I place an order?
16. What is Form 288a?
17. What is Form 287?
18. What is Form 225?
19. Why do I have share transfer forms?
20. How do I issue further shares in the company?
21. What about the printing of stationery?
22. What are the benefits of a Limited Company?
23. What responsibilities will I have towards Companies House?
24. What about the tax benefits?
25. What is included in the KHCS International Package?
1. How long does it take to set up a newly incorporated company through KHCS International?
All requests for new incorporations are lodged at Companies House within 24 hours. Provided the new company name is available and all relevant information is entered correctly, and payment received, the completed company package will be emailed as a PDF shortly after the relevant certificate from Companies House is received, and usually within 24 hours of being lodged. Same-day companies can only be formed on UK working days and must be ordered by 11.00am if required that day. Otherwise if ordered after 11.00am, you will be advised the details the next working day by email.
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2. What is a limited company?
A limited company is a separate legal entity created by incorporation at Companies House. Its profits, losses, assets and liabilities are its own. A 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 is simplified. Reasons for wanting or needing a limited company may include ownership of property, obtaining outside finance, taxation, status and protection from risk.
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3. What is the difference between a limited company and a plc?
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 1 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.
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4. Choosing a name for your company
Every company's name is registered at Companies House and registration legally protects the company name against anyone else forming a similarly named limited company either in sound or spelling as no two U.K. companies can have the same name or names so similar as to cause confusion. Certain words and phrases are classified as sensitive by the Department of Trade and Industry and their use is either prohibited or must be justified. We are able to arrange justification if appropriate.
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5. Choosing a Domain Name
With the Internet growth these days you might want to have your company on the internet and it would be an advantage to have the same domain name as your company name. You can check the availability of Domain names on the KHCS website.
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6. What is a certificate of incorporation?
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
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7. What are Memorandum and Articles of Association?
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.
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8. How many officers are required?
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.
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9. Can anyone be a company director or secretary?
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.
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10. Does a company have to have more than one shareholder?
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.
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11. Do I need a company seal?
Changes to the Companies Act in 1989 mean that a seal is no longer required and therefore our standard package does not include the provision of a seal, although this can be obtained if required at a nominal additional cost.
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12. What is a registered office?
A company registered in England & Wales must have a registered office in England or Wales. The registered office is the address to which all Companies House letters and reminders will be sent and where the companys statutory documents are held. This is the address Companies House keeps on public record. If your trading address is different you must make it clear on your stationery, not forgetting that your registered office address must also be stated.
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13. Will I need to file audited accounts?
All UK Limited Companies must file accounts at Companies House and there are penalties for late filing.
Companies with a turnover of under 1,000,000 a year can claim exemption from audit but must include a report by a qualified accountant.
Companies with a turnover of under 90,000 may dispense with an audit completely. If exemption from audit is claimed the accounts must include a note stating the basis for claiming exemption.
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14. Do I need to be VAT Registered?
If you wish to register for VAT, it is a simple procedure. All you have to do is tick the box and KHCS will proceed to register your company with the UK VAT office. If this is on a voluntary basis, you must provide proof of the companys intention to commence trading. In any case, the company must register for VAT once its turnover reaches 56,000.
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15. How do I place an order?
You can use our on-line order form. Once we have received all the information required together with the relevant payment, we will process your order.
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16. What is Form 288a?
This is the form used to appoint new directors and the company secretary. We will supply a PDF of this form for you change to whom you want. These must be returned to Companies House within 14 days of appointing of a director or secretary. Failure to do so is an offence but it does not affect the validity of the appointment.
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17. What is Form 287?
This is the form to change your registered office which will be the address where all statutory notices are sent.
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18. What is Form 225?
This form is to change your company's accounting reference date. A company's financial year will end one year after incorporation. If this is not convenient for any reason you can change this by completing the form. A financial year must not cover a period of less than six months or more than 18 months.
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19. Why do I have share transfer forms?
A company is formed by a subscriber to the memorandum and the one subscriber share will then have to be transferred to the new shareholders.
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20. How do I issue further shares in the company?
Further shares can be issued by allotment on Form 88(2) up to the amount of the authorised share capital.
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21. What about the printing of stationery?
Until a company has been incorporated, we strongly recommend that no stationery be ordered, as although a name may seem to be acceptable, it is always possible that the Registrar of Companies may refuse it.
Once the company has been accepted, the company must show on all business letters, invoices, written orders, receipts and demands for payment the name of the company, registration number, company's country of incorporation, and the registered office address. This information should also be displayed at the registered office and in premises where the business is carried on.
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22. What are the benefits of a Limited Company?
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. And as often happens on occasion, such events are not always under our own control.
Operating as a limited company often gives suppliers and customers a sense of confidence in a business. Quite often, larger organisations in particular will prefer not to deal with non-limited businesses.
Many of the costs associated with managing and operating a limited company are no longer much greater than with a non-limited business. Accountants and other professional advisers often have conflicting views on when they consider the benefits of being limited to outweigh the advantages of being self-employed. In general terms, at least from the perspective of taxation and accountancy, changes to legislation over the last few years have meant much lower costs associated with limited companies. Recent changes to corporation tax have further enhanced the attractiveness of operating as a limited company, and proposed changes to the Companies Act due to be introduced possibly in 2003 will simplify much legislation relating to limited companies.
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.
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23. What responsibilities will I have towards Companies House?
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
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24. What about the tax benefits?
As this is quite a complex area, further information and advice can be provided on request.
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25. What is included in the KHCS International Package?
Certificate of incorporation
Unlimited copies of company Memorandum & Articles of Association sent by PDF
Statutory registration fees
All forms 288a, 288b, 287, 88(2) completed and filed at Companies House
Transfer of subscriber share
Any level of Authorised Capital as required
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The above information is not intended to be a legal or comprehensive interpretation. Professional advice should be sought in specific circumstances.
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