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FREQUENTLY ASKED QUESTIONSxxx


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Please click on a question below to find the answers to our most frequently asked questions.

Is there more than one type of company?
Who can form a company?
Can I choose any name I want for my company?
What is a Registered Office?
What officers does a company require?
Who can be appointed as a Director?
What are the Articles of Association and the Memorandum of Association of a private limited company?
What is meant by "share capital"?
What is the accounting reference date?
What period should the accounts cover?
How is the accounting reference date set?
Can the accounting reference date be changed?
How long do I have to deliver accounts?
What about annual returns?
What happens if I don't send information to Companies House on time?
What if the company doesn't take off or I no longer need it?
Where do I get forms and guidance booklets?
Where must the company name be displayed?
On which documents must the company name be shown?
Where can we obtain VAT (Value Added Tax) information?
Where can we obtain Inland Revenue information?

Which type of company do I need, a limited or plc?

Can't find the answer to your question? Please feel free to ask. Click here to email us your question.





Is there more than one type of company?


Yes. There are four main types of company:

Private company limited by shares - members' liability is limited to the amount unpaid on shares they hold.

Private company limited by guarantee - members' liability is limited to the amount they have agreed to contribute to the company's assets if it is wound up.

Private unlimited company - there is no limit to the members' liability.

Public limited company (PLC) - the company's shares may be offered for sale to the general public and members' liability is limited to the amount unpaid on shares held by them. This type of company must have an authorised share capital of at least £50,000 at the time of incorporation.

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Who can form a company?

The Companies Act 1985 and subsequent legislation allows a private limited company to be formed for any lawful purpose with one subscriber to the memorandum of association. In the case of a public company or an unlimited company, two or more persons must subscribe to the memorandum of association.

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Can I choose any name I want for my company?

No. There are some restrictions imposed on the acceptability of a name. It is particularly important that you should make sure that the name you want to use is available and is acceptable to Companies House before you complete any company registration procedures.

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What is a Registered Office?

It is the official address of a company to which all correspondence relating to the company will be addressed e.g. Companies House letters and reminders, Inland Revenue returns and other notifications. The registered office can be anywhere in England and Wales, (or Scotland if your company is registered there). To avoid delays it is important to make sure that all correspondence and notices sent to this address are dealt with promptly. Any change of a company's registered office address must be approved by the directors and notified to Companies House using Form 287.

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What officers does a company require?

Every incorporated company must have a formally appointed Director and Company Secretary.

A private company should have at least one director and one secretary although if the company has only one director that officer cannot also be the company secretary.

A public company must have at least two directors and one secretary (formally qualified).

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Who can be appointed as a Director?

In general terms there are few restrictions on being a Director and these are covered in the Companies Act and related legislation. Reasons for not being appointed include the age of the Director, bankruptcy and disqualification.

You should seek legal advice if you require further clarification on the above,

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What are the Articles of Association and the Memorandum of Association of a private limited company?

The Memorandum of Association sets out the company's name; the location of the registered office (in England, Wales or Scotland); and the general aims and objects of the company. The memorandum also states that liability of the members is limited by shares and the amount of the authorised share capital. The object of a company may simply be to carry on business as a general commercial company. Companies available from Rapid Companies are formed with such a clause so as to allow maximum flexibility as to the type business the company can carry out.

The Articles of Association sets out the rules for the internal governance of the company, such as voting rights, Annual General Meetings and the proceedings of directors. All companies come with standard "Table A" Articles. These are a standard set of Articles laid out in The Companies (Tables A to F) Regulations, 1985. The majority of newly incorporated companies use these Articles. Rapid Companies is able to adapt the Articles of Association for your company's particular needs.

Memorandum and the Articles of Association of specialist companies like Guarantee Companies, Property Management and Public Limited Companies are similar to the above but vary in some respects of which further details are available on application

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What is meant by "share capital"?

Having decided to form a company limited by shares, the person or people forming it decide on the amount of share capital the company will have; (authorised share capital) and the division of the share capital into shares of a fixed amount.

The members must agree to take at least one share when the company is registered. The memorandum of association must show the names of the people who have agreed to own shares and the number of shares each will own. These people are called the subscribers.

The fact that the authorised share capital is £1000 does not mean that you need to put this much money into the company. On incorporation you only need to pay into the company an amount for the shares that have been issued (i.e. as little as £1)

The Company can then determine how much more of its authorised share capital could be issued and the capital raised should then be made available for use by the Company.

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What is the accounting reference date?

This 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).

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How do I issue more shares?


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.


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What period should the accounts cover?

A company's first accounts must start on the day of incorporation. The first financial year must end on the 'accounting reference date' or a date up to seven days either side of this date. Subsequent accounts start on the day following the year-end date of the previous accounts. They end on the next 'accounting reference date' or a date up to seven days either side.


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How is the accounting reference date set?

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).


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Can the accounting reference date be changed?

Yes. You may change it by sending Form 225 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.


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How long do I have to deliver accounts?


The first accounts of a private company must be delivered:

· within 10 months of the end of the accounting reference period; or

· if the accounting reference period is more than 12 months, within 22 months of the date of incorporation, or three months from the end of the accounting reference period, whichever is longer.


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What about annual returns?


Every company must deliver an annual return to Companies House at least once every 12 months. It has 28 days from the date to which the return is made up to do this.

To help you meet this filing requirement, they will send a pre-printed 'shuttle' form to your registered office a few weeks before the anniversary of incorporation. This will show the information that you have already given to them.

All you have to do is:

- check that the details are still correct;

- amend any that are not; and

- send the form back, signed and dated, within 28 days of the date of the return which is shown on the front of the form.

There is a filing fee of £15, which must be sent to them with the annual return.


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What happens if I don't send the information to Companies House on time?

It is easy to lose confidence in a company that doesn't meet its legal obligations. If you don't tell Companies House about your company's financial state on time, and you don't send in details of changes, anyone wanting to do business with you will not have access to the most up-to-date information about your company. It could cause trading problems or affect your company's credit rating. It could even stop a potential investor from putting money into your company, or prevent you from getting a loan when you need it.

If your accounts are delivered late, there is an automatic penalty. This is between £100 and £1,000 for a private company and between £500 and £5,000 for a PLC

In addition, directors may be prosecuted for not filing certain documents. If convicted, they will have a criminal record and be liable for a fine of up to £5,000 for each offence. In some cases, they could also be disqualified from being a company director or taking part in the management of a company for up to five years.


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What if the company doesn't take-off or I no longer need it?


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.


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Where must the company name be displayed?


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.


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On which documents must the company name be shown?


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;

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Where can we obtain Guidance Booklets?


Guidance booklets from Companies House:


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Where can we obtain VAT (Value Added Tax) information ?


Your Accountant is probably your best source together with the VAT office information service. We can register the company for VAT for an additional fee. However you should get professional advice on whither it is best to register for VAT.

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)

VAT office information service


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Where can we obtain Inland Revenue information?


Your Accountant is probably your best source together with the
Inland Revenue Service;


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Which type of company do I need a Ltd or PLC ?
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A LTD company is the most common type, this is a private company limited by shares. We form the LTD company with an authorized share capitol of £1,000. This is then divided into 1,000 x £1 shares. You can then issue as few or as many of the shares as you want. As long as the shares you have issued are paid for in full, if the company liquidates, the shareholders have no further liabilities. If the shares have not been paid for the shareholders are liable for the value i.e. if they have 100 £1 shares, they only are liable for £100

A PLC company is a public company and may be listed on the Stock Exchange or the Unlisted Securities Market (if wanted) a LTD company cannot. Before a PLC can start to trade it must have at least £50,000 of shares issued and at least 25% of the value must have been paid for. A PLC company has a better status due to its larger capital

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