Company Formation Services

We would recommend that the best way to reserve a limited company name through a dormant company. A dormant company is a business that is not trading and has not significant transactions during. When significant is used we would normally suggest no more then £1000 per accounting period. If there are larger transactions the company would be classed as active. A dormant company is inactive and thus a reserving a company name is best used under the dormant method.

What is the purpose of forming a dormant company?

Again this would be for reserving a company name for future reference. An business owner may wish to secure the name for future use if they intend to start trading soon under a new brand. A sole trader may wish to secure the name if they would want to prevent someone else using the Limited Company name. A sole trader may wish to go Limited sometime in the future and the company name runs risk of being taken if it`s not secure.

How long can the company remain dormant?

A company can remain dormant for an indefinite time period, the company does not have to trade, however they company owner would be required to make sure all responsibilities are undertaken.

What if any responsibilities do I have for my dormant company?

A dormant company is required to file a set of a required annual return and file a set of dormant accounts to companies` house every year. You will also need to inform HMRC that the company is dormant and not trading and that is not planning to trade any time soon. If you do start to trade, you will need to inform HMRC, Companies House will know through the filing of annual returns and accounts.Your Virtual Office London provide a wide range of Company services and virtual office solutions. If you are looking to reserve a company name please do give us a call we will be happy to setup a dormant company for a very reasonable price. If you found this blog useful please do read more here.

Sometimes a Ltd company owner will need to change the name of the Ltd company due to various reasons. It may be that the name is no longer appropriate due to the nature of the new services provided, or it may be that the company is rebranding to help with growth. Whatever the reason, it is normally important that the trading history and the amount of time the company has been trading is kept on record.

How can I change my company name after incorporation?

There are a number of different methods you can change your name by. Once the name change has been rectified you will need to notify Companies House with the change of name forms and any resolution court orders with any payable fees.

1. By resolution of directors
2. By resolution of the directors
3. By special resolution
4. By means provided for by the company`s articles
5. By Tribunal or the High Court

Once the name change has gone through, you will be issued with a new certificate of incorporation for the name change.

How can I change my company name via special resolution method

You can change the company name by using the special resolution method in a general company meeting, 75% of shareholders are needed to agree the change of name in order for it to legally be processes. In order to then progress the name change, you will need to use the FORM NM01 to notify Companies House, along with the copy of the resolution.

How to change my company name by special resolution condition upon some event

In some circumstances your company will be able to change its name when a satisfaction of a condition is met. When this happens, the Companies House form NM02 must be used for your company name change, it will need to inform if the resolution condition has been met. Your company will then also inform Companies House using the NM03 form when the condition has been satisfied along with the resolution. Once this has been completed, you will receive a certificate of incorporation for the name change.

How to change the name of the company through the provided company`s articles.

It is important to make sure that you can change the name of the company via the company`s articles of association. If you are unable to change the name through the articles of association, you can amend the article before going through with the name change. To change the name using this method the Companies House NM04 form is used.

Change of name by tribunal through the court

This name change is normally carried out by the Company Names Tribunal where a name has infringed another companies name, this can be accidental, however it is taken seriously. Similar names can often be seen to mislead customers by suggesting they are the same or that there is a connection between the two companies involved. In these circumstances, a tribunal will be heard and the adjudicator will decide on the outcome.Your Virtual Office London provides free expert advice to all clients, if you are not sure on which method applies to you, feel free to contact us. We provide impartial and expert advice, we have a vast amount of experience when it comes to forming Limited Companies. All advice is free and there are absolutely no obligations to take out any services with us.

Are you in rush to file important documents at Companies House? Do you need to avoid any late penalties? You will incur a penalty if:

• You file your account late after the deadline
• Even if files are sent before the stated deadline, they must reach companies house before the deadline otherwise a penalty will be incurred.

Companies House has offices across the UK. If you are sending documents please ensure you have the correct address and those they you file the documents in time before any penalties.You can find the Companies House locations below. If you are filing outside working hours you can place them through the letterbox. Cardiff is manned outside office hours and you will receive a receipt for the documents.

London

Companies House4 Abbey Orchard StreetWestminsterLondonSW1P 2HT

Edinburgh

Companies HouseFourth FloorEdinburgh Quay 2139 FountainbridgeEdinburgh EH3 9FForLP - 4 Edinburgh 2 (Legal Post)orDX ED235 Edinburgh 1

Belfast

Companies HouseSecond FloorThe Linenhall32-38 Linenhall StreetBelfastNorthern Ireland BT2 8BGorDX 481 N.R. Belfast 1

Cardiff

Companies HouseCrown WayCardiffCF14 3UZIf further advice or information is needed, please do hesitate to contact the team at Your Virtual Office London. We are always happy to help.

As of the 6th April 2008 privately held companies will no longer be required to have a company secretary. If the company was formed before this date and they wish to remove the secretary they can do so via the Form TM02.

Can I have just one director and no company secretary?

You can now have a sole director as long as it`s a natural person (not a company), a secretary is no longer a requirement.If I have a secretary does this need to be a natural person or can I have a corporate secretary?The new rules allow a secretary to be a corporate entity, only the sole director needs to be a natural person.

Will I need to amend the company Articles?

You will need to change the Company Articles if there is a reference to the Limited Company having a secretary and you no longer want one. If the Articles only refer to the duties of the secretary there is no requirement for the amendment.

When I change the company articles with the new amendment what if any documentation do I need to submit to Companies House?

You will need to submit a written or special resolution along with the latest amended version of the company Articles.If you need help or advice do get in contact with Your Virtual Office London. We have a team of experts on standby ready to offer free professional advice on guidance on matters such as Limited company formation and tax advice.

Closing a limited company is referred to as dissolving (striking off or winding up). A Ltd Company can close under Section 1008 of the Companies Act 2006, however it has to meet all of the stated requirements.

• You have not changed the company name within the last 3 months
• You have not traded within the last 3 months
• The company is not subject to any legal action current or even propose
• You have not made a disposal for value of property or rights

If you have met the above conditions then you can continue to the striking off application. You will need fill in a form DS01 Striking Off Application. This form will need to be signed by a majority of the directors and will enclose a fee currently £10 to the below addresses.Companies House, Crown Way, Cardiff CF14 3UZ - for English and Welsh companiesCompanies House 4th Floor Edinburgh Quay 2, 139 Fountainbridge, Edinburgh EH3 9FF - for Scottish companiesCompanies House 2nd Floor The Linenhall, 32-38 Linenhall Street, Belfast BT2 8BG - for Northern Ireland companiesYou are also required to send a copy to the below parties

• HM Revenue & Customs
• Creditors
• Employers
• Employee
• Clients
• Members

Once the application has been accepted a notice will go into the local City Gazette, which will notify the public of at least 3 months` notice period.If you need a helping hand please do get in contact with us. We have seen it all, no matter how small or trivial we really do understand how important it is to be sure on everything before proceeding with such a big decision. Please do contact Your Virtual Office London today, we are always happy to help. You can also find more helpful information in our Company Formation Services blog here.

SIC stands for Standard Industrial Classification of Economic Activities. This is designed to classify Limited companies by their type of business activity. A new version of the SIC codes was introduced on the 1st January 2008.It is compulsory that each UK registered company has SIC codes, or at least one SIC code for their business. This is the code that essentially describes what sort of business the company conducts and it must be registered to Companies House. each company selects one or more codes that reflects the nature of their business from an official list of codes.Your SIC codes(s) are the way Companies House and other official bodies can identify what companies actually do and is also a way to sort each company into a business category that is relevant for their sector or niche. Your company's SIC code classification is listed on the public record so anyone can look up what sort of business you are.Each SIC code is sorted into trade or business sectors and grouped together in similar trade classifications, so for example if your company is a market garden type operation you may fall under the ‘Agriculture, Forestry and Fishing’ group. Within this group there are 40 different SIC codes that apply to different aspects of the sector, such as ‘growing of cereal crops’, 'raising dairy cattle' through to ‘marine fishing’.Some of the trade classification categories can go from the sublime to the ridiculous and can be very specific. However strange some of the SIC code descriptions sound they make perfect sense to those in that particular industry. Silviculture, anyone? (the growing and cultivation of trees).

Can my company have more than one SIC code?

Most companies will choose a single SIC code that best reflects the type of business they conduct, but if necessary you can choose up to four different SIC codes should your business require them. Some companies can be quite complex in structure and may specialise in more than one area.

Does every new company need a SIC code?

As of the 30th June 2016, every UK registered company needs to have at least one SIC code. You will need one when forming a new company and it should be a code that best describes the business activity that you plan to carry out. Companies House will reject any new company formation requests unless a valid SIC code is included with the application.SIC codes will only need to be included in a company's confirmation statement if they have been changed during the year or since they submitted their last confirmation statement. A company may have been formed with one SIC code but then added further codes if the business changed in any way, such as diversifying what they produce or expanding their company and changing their operations.A company that was formed before 30th June 2016 that has not yet submitted their confirmation statement, then their SIC codes will need to be submitted along with their first confirmation statement - but not in later returns, unless more SIC codes are added.For businesses who have already sent in their confirmation statement, the only time they will need to report their SIC codes again is if any of them are changed or more codes added, but this does not need to be reported immediately. It is perfectly fine to report these changes with the next confirmation statement.To take a look at the current list of SIC codes that are available click here.If you are yet to form your company you may be confused about which SIC code or codes you should select. You don't want to get your choice wrong after all! Don't worry too much because Companies House are pretty understanding and as yet have never taken any action against a company that made a wrong initial choice. Sometimes there will not be a SIC code that perfectly matches what your company does, so it is fine to choose something as close to your industry as you can from the available list.Since the introduction of SIC codes and publication of the original list of codes, there have been revisions published in 1958, 1968, 1980, 1992, 1997, 2003, and 2007. There are likely to be more revisions as the business world continues to evolve and new business categories added to the list.If the whole idea of SIC codes still seems confusing for you, or you would like some helpful advice and guidance about which SIC code fits the best with your type of business, do not hesitate to contact us for our help!Your Virtual Office London are leading experts in company formations, we have helped thousands of small businesses take the jump from sole trader to Limited Company. Forming a company can be difficult if you are unsure of the full process.From Limited Company accounts, mail forwarding, virtual offices and a registered office address, we can help talk through any questions you may have in plain and simple English.

A Limited company is required to have articles of association. This is a very important document and establishes the outlines that base the rules on which the business will run. The articles of association will inform Companies house how many directors are running the business, how much they are paid, share holdings and other important information relating to the Limited Company.The articles of association also include important information about how shares can be sold and how the dividends that the shares produce are distributed. Another important factor is that it explain how internal disputes are handled between directors and / or shareholders.

You can download a model example for your business here.

The articles of association is very important piece of information and it should be taken very seriously when forming a Limited company. You should spend a lot of time formulating its content as it allows you to specify important information such as how your business is run and what types of business you are engaging in. It allows you to explain how the profits generated by your business are distributed, which could be very important in any disputes that may arise.The articles of association will also spell out the process for appointing new directors to the company as well as how financial records will be handled by the company with regards to data protection.It helps to be as clear as you can with your language so no misinterpretation can be made about how you issue stocks and shares, how your apply your voting rights, how you pay your dividends etc. It is almost like drawing up a users guide to how your business is run.You will generally include information such as the purpose of the company, it's organisation, the share capital - not unlike every other company in this country. Obviously, your company name must be included in your articles of association and this means that your legal company name will be registered at Companies House and no one else will be allowed to officially operate under your name.When describing the purpose of your company, it is helpful to be quite detailed to make it easier to be understood by Companies House so they can register you into your correct business category. For example you may be queried over your description of 'creator of beautiful things' when in reality what your business is all about is being a team of wedding cake bakers and decorators.Your company may or may not issue shares, but if you include this in your articles of association then you can choose to issue them if and when needed. Things may change as you grow and develop your business, so you have to think about all the possibilities.How your organise your company will need to be included. You would state your business address, how many directors you have, information about your original shareholder(s) and directors etc.Every Limited Company will have very different articles of association drawn up that are unique to your business. If you need some specialist help or advice about what you should include in your articles of association, then get in touch with us - we would be pleased to help you!

Your Virtual Office London

When forming a company it is interpretative that you are fully aware of the whole process from start to finish. We are experts in forming companies and provide our clients with market leading advice that is free and comes with no obligations from you whatsoever.We have a team of accountants who specialise in business accounting and can also help with any tax questions you may have. They will be happy to discuss the tax benefits of forming a Limited Company.We also provide other services to help supplement our company formation, such as mail forwarding in London and directors service address. What ever the question do please contact our friendly team today, we are on hand to help, we talk your language.

A memorandum of association is a legal document that is drawn up when a company goes through formation. This is an important element of a company's official paperwork and goes together with the companies articles of association.Basically the purpose of a memorandum of association is to regulate a company's external business activities and along with the articles of association used to form the company's constitution. Since 2009 what you need to include on your memorandum has changed. However, you do still need to file a memorandum of association on formation.The document itself will list the names of the shareholders or members, and will list the number of shares being held by each shareholder. It will also state what the liability is of its shareholders - limited by shares or guarantee, and will explain the types of contracts that the company will be allowed to enter into.The memorandum can be amended to suit the company's needs should things change over time, with the exception of anything that falls under corporate legislation, and there will be a prescribed procedure in place to follow to make any changes.Being that the memorandum of association is a public document that is freely accessible to be inspected by any member of the public, most smaller companies or those who run their business from a residential address may choose to hire a registered office address to use on any forms that are to be made public. This would protect their residential address details from being displayed on public record.Directors and shareholders who may also want to keep their private home address off public record can use a directors service address service. This can be used on any forms that go on the public register at Companies House and can save them from cold callers and unwanted junk mail.The memorandum of association is a legal constitution that governs a limited company. It is normally referred to as the memorandum. It is a legal requirement in order for you to form a Limited Company.The memorandum will inform Companies House of the name, the location of its registered office address, the objectives of the business, and what liability of its members is limited, and also how many shares are issued and the type.As of October 2009 the memorandum is no longer part of a company`s constitution. It only now contains basic and limited information compared to prior. The memorandum is still required and necessary to be filed.The memorandum is a statement that subscribers wish to form a new company and that they have agreed to become members of the company. By becoming subscribers they are entitled to the share capital and will be issued with a minimum of one share each.

What is no longer required in the memorandum?

• You do not need to state the name of the company (i.e private limited, public limited)
• You do not need to give the location of its registered office
• You do not need to provide the objectives of the company
• You do not need to show the authorised share capital

Companies formed before 1st October 2009

These are not required to change their memorandum to the new format. The details mentioned above are legally required to show in the Articles of Association.Your Virtual Office London helps small businesses form companies. We are experts in helping novices become experts when they begin their first formation of a Limited Company. We also can advise if a Limited Company is the most suitable company type. We also help form Limited Liability Partnerships and Companies Limited by Guarantee. Why not give us a call today, we speak plain English with no jargon.

During the lifetime of a company, you may find it can be beneficial to invite another shareholder into the company. You may want to create another share without transferring any existing shares. In effect you are creating a new share of the company.When a new share is created you without any shares actually being transferred you just need to complete the SH01 form from companies House. Since the Companies Act 2006 companies no longer have an “authorised share capital” that consists of shares that have not been issued. This means shares must be issued by filling in the form SH01 which is obtained from Companies House.

Why would I want to issue more shares?

Circumstances change and there can be many reasons why you would want to create a new share for a new subscriber to the company.

• Family member joins the company
• A business partner is brought in
• A staff member has been promoted

How many shares should I issue?

This would depend on how much of a percentage you would want them to own. So for example if there is just one shareholder with one share, and you are looking to bring in a new shareholder that has 50% of the shares you would issue another single share. So both shareholders have 1 share each, equating to an equal share of the company (505)If your Ltd Company has used all the issued shares from the authorised share capital, you will have to issue new shares by creating them.

Why use Your Virtual Office London?

If you are an existing director or shareholder of a Limited Company and you are needing advice on how to issue more shares we can help assist you. Our Company Formation experts have vast amount of experience in forming companies and providing advice to small businesses. We provide a wide array of services to small businesses, including virtual office services, call answering, mail forwarding and registered office services.

The disqualified directors register is for people who were directors of Limited Companies or members or LLP`s and who have been disqualified either via a court order or by going through the insolvency service. The register will show the Companies Directors Disqualification Act 1986 (CDDA), which the director would have been disqualified under.

How does directors disqualification work?

Many people believe that if your company goes into liquidation then the director(s) will automatically be disqualified. This is not true, unless the circumstances show that you were committing fraud or were acting wrongly in your role in the eyes of the law. Companies can go into liquidation for all sorts of reasons, but it does not mean that the company director will then be disqualified and have to go onto the disqualified directors register.Having a company going into liquidation does not prevent you from taking on another directorship or starting another limited company. There is no assumption of wrongdoing or wrongful trading.The whole point of the Companies Directors Disqualification Act 1986, is to keep a register of those directors who were found to be 'unfit' for the role and effectively ban them from becoming directors of a limited liability company in the future. Being added to the register is the last resort, and the step is only taken when that person has been proven to have acted fraudulently, wrongfully or conducted themselves very badly in the role. It is up to the government to prove this before any action can be taken to ban a director and add their name to the register.In 2015, the Small Business, Enterprise and Employment Act introduced additional measures to ban directors who have run insolvent businesses fraudulently in the past or have badly influenced other directors in their roles. Company directors can also now be disqualified and put on the register if they are involved in company offences overseas. The new amendments now give a court more time (an increase of a year) to review evidence that may take longer to obtain and study.

What is classed as unfit behaviour?

Here is a list of the main points that the Department of Business Innovation and Skills (DeBIS) seeks to ban directors on:

• Failure to submit annual accounts to Companies House on time
• Failure to submit annual returns to Companies House on time
• Excessive salaries or drawings when the company was plainly insolvent
• Trading on when he or she knew the company was insolvent (also known as trading whilst knowingly insolvent)
• Continuing to take credit when there was "no reasonable prospect" of creditors being paid
• Misrepresentation of the facts about the company
• Failure to respond or comply with a liquidator's requests

It is still reassuring to know that in the UK director's disqualifications are still pretty rare. Up to 2015 there were only around 1,000 to 1,500 disqualifications each year on average. The public are able to report directors that they suspect of wrong doing or fraud to either the Insolvency Service, Companies House or the Serious Fraud Office. There is an online government advice page here.It is important to remember that a CDDA only applies where the company has gone into liquidation; it does not apply in a Company Voluntary Arrangement (CVA).

What happens after you are banned as a director?

When disqualified and placed on the disqualified directors register, you may not take on a role as a director or manager during your disqualification period. Doing so is considered a criminal offence.Should you become a director or manager while disqualified, you may find yourself landed with a prison conviction for up to 2 years or a hefty fine - or even both! Not only this, but you could become personally liable for all the debts carried by the company.On a side note - even a manager or director who acts under the instruction of a disqualified director can find themselves personally liable for company debts - so take care not to be working under the influence of a disqualified director!

Why is there a disqualified directors register kept by Companies House?

Under Section 18 of the Company Directors Disqualification Act 1986, the Secretary of State must legally maintain a register. Companies House carries out this function under this act.

Am I able to receive a copy of the disqualification order?

You are unable to obtain a copy of the disqualification order from Companies House. Court officials obtain your information from the order to help complete the form, they will then notify Companies House with the correct information regarding the disqualification.

How can I see the disqualified directors register?

You can view the Disqualified Directors register here. There is no cost to search the database.

The person I am looking for is not on the register?

If the person you are searching for is not on the register this would probably mean that the person either has not been disqualified or that the person was disqualified and the order has lapsed, which means it would have been deleted from this register. Lastly the person could have recently been disqualified but has yet to go on the register.

Can I act as a secretary even though I have been disqualified?

Someone who has been disqualified is able to act as a secretary, the act does prevent them from being company directors or LLP members but it does not apply to company secretaries.

I was made bankrupt, does this apply to me?

If you were made bankrupts then yes it does apply to you, if the bankruptcy is still in force, you cannot be a director of a Limited company or LLP member. The register for people who are bankrupt can be found here.If you were made bankrupt in Scotland, they will not show on the insolvency website. You will need to view the Accountancy in Bankruptcy website.Your Virtual Office London provides expert advice on Company Formations, Accountancy and Virtual Office Services including registered office address. If you need to speak to anyone, do contact us today, we are always happy to help.