Company Formation Services

Shares ultimately tell you who own the company. Directors are in charge of the company but they may not actually own the company but they could have shares in it. The shareholders are the legal owners of a UK Limited Company.A private Limited company may have many different shareholders or just a small handful, how much of the company they own can be reflected in the percentage of shares they own in the company. So for example if 100 shares in a company are issued, and Joe Bloggs owns 80 shares, then Joe Bloggs will be the majority shareholder and will owns 80 percent of the company.

Dividend payments

Shareholders are paid via a Dividend. Any profit the company makes can be issued to the shareholder in the form of a dividend. So the more shares you own in the company the larger the dividend (or payment) you will receive. If you are an 80 percent shareholder for example, then you will be entitled to 80 percent of the issued dividend.Having shares in a company can also give you powers to help shape the business and the way it is run. The shareholders are given voting rights at general company meetings. The more shares you own - the larger the say you have in the running of the business.

How many shares should you create when forming a company?

This is entirely down to you, however we recommend creating a small amount of shares to begin with, so they can be easily divided. If you are going into a partnership, we would recommend 2 or 10, as these can equally shared. We also recommend setting the value of the share are £1 as this equates to the amount you would loose if the company was to go in to administration. Extra shares can be created if needed at a later date, for example if you were to bring in a new director they may want a share as an incentive.

Do I need to inform Companies House of the shareholders?

The short answer is yes. Companies house requires you to maintain the register of all shareholders and shareholdings. When you file your annual return to Companies House, the previous years activities including your list of shareholders and holdings will be publicly available.

What other types of shares are available?

The share most shareholders issue upon company formation is called an ordinary share, and this gives the shareholder equal voting and dividend rights.There are other types of shares, such as preference, non-voting, B Shares, and may have different options such as no dividend or voting rights, or a smaller or limited dividend percentage. Some well-known companies provide shares to their staff, such as Waitrose, they feel this gives them an incentive. This is where a special type of share can be useful. The type of share you have issued and the function it has will have to be in the Companies Article of Association.

What is the difference between a shareholder and a stakeholder?

A shareholder will own part of your company through stock ownership, but a stakeholder is more concerned with your company performance rather than stock appreciation.Stakeholders are looking for other guarantees, so for example your company employees may be stakeholders who want to see the company do well so they can keep their jobs. They could be your customers who absolutely rely on you to provide them with the goods or services they need, for example community farm customers who rely on their weekly organic vegetable boxes for food. They may have invested money into the farm to help set it up but wouldn't expect to get a dividend paid to them.Shareholders still make up the largest percentage of most registered companies, but they are still affected directly by a companies performance just like a stakeholder would be.

If your business turns over more than £83,000 (correct as of 1 April 2016) then it is compulsory that you register your business for VAT and this means you will need to charge VAT on your sales.If you fully expect your turnover to rise above this limit before the end of the year, or it has already done so, then you should register for VAT anyway.The VAT registration threshold changes annually so if you are not currently registered and you think you may achieve a turnover similar to the threshold it is worth ensuring that you know the limit for the current year.Registration can depend on your past turnover and projected turnover. You will have to register if your turnover in the past 12 months has gone beyond the set threshold, you will also need to register for VAT if you expect your business to exceed the limit in the next 30 days. Some businesses can grow rapidly in a very short time, so it is important to keep an eye on your figures to make sure you are not in breach of tax laws. No one wants to be fined for falling foul of VAT laws!You can find out more about registering for VAT by contacting us, we can help get your registration setup. The official page on the HMRC website can also help provide useful information on when you should register for VAT. If you want to find out how to register for VAT you can also visit the HMRC website or feel free to contact us. A lot of new business owners can become a little overwhelmed with the laws and regulations that surround VAT and how to register for it. We are here to help - feel free to contact us for some assistance and support.If you run a business that turns over less than the VAT threshold you can choose whether to register for VAT or not. This is caller voluntary registration, where a business chooses to charge VAT on its products. This can be beneficial for companies purchasing stock and then claiming back Value Added Tax. You can also read more on voluntary registration on the HMRC website.

Should I Register For VAT?

This is a question that is asked a lot by small business owners when they see their turnover rise. Although your turnover may not be close to the VAT threshold, it may be of some benefit for you to take voluntary registration for your company. It is worth registering if it makes sense for your business and your plans for future growth.If you are running a company that buys items from another VAT registered business, then they have to charge you VAT by law. However, you can claim this back!Here is a simple example of how this works and how you can be better off by being VAT registered: Lets say that in a 3 month trading period you have collected £1,000 in VAT from your customers. You will then pay this £1,000 worth of collected VAT to HMRC. It is almost like you are acting as an unpaid tax collector!However, during that same 3 month period you also purchased stock or services from a supplier and they charged you £200 + VAT (Total: £240). The amount you now have to pay to HMRC is the VAT you’ve collected from your customers (£1,000) minus the VAT you’ve paid out to your supplier (£40). So you will be handing over £960 in VAT charges to HMRC (£1,000 minus £40).You don't have to be good at maths to work out that you will be £40 better off at the end of this 3 month period than you would have been if you weren’t VAT registered.

Over the threshold but its a once off?

If your business has exceeded the VAT limit but this was due to a sales that was unexpected, a business can ask to be exempted from VAT registration. HMRC would require your business turnover to be under the de-registration threshold which is currently £81,000. (Correct as of 1st April 2016).

Why not speak to an accountant?

Tax can be a complete minefield for those who are unfamiliar with it, its one thing to run a business but to keep on top of a business and juggle the accounts is quite another. Some businesses are more time intensive than others, we always recommend having a chat with a qualified accountant. Why not give us a call? You can contact us here. We can talk through any questions you may have giving your peace of mind at the very least.

Well the quick answer to this question is no, you do not have to have a company secretary appointed to you company - unless it is a requirement of the articles of association - or you choose to set yourself up as a PLC (public limited company).Since 2008, it is not legally required for limited companies to have a company secretary, so unless your articles of association say otherwise, you can do without one.Depending on the age of your registered company, those who formed their company before 6th April 2008 for example will have this provision written into your articles, so will still have to continue with a company secretary. However, the company members or shareholders can vote to remove the role through passing a special resolution. Without passing this resolution, your company will still legally be required to have a company secretary role.Newer companies that formed after 6th April 2008, with no such provision in their articles, have the choice to appoint or remove a company secretary at their discretion.

What does a company secretary do?

The main reason for a company to appoint a company secretary is to ease the workload of the company director(s). Their role is mainly to help the company comply with their statutory duties and other legal responsibilities that need to be maintained and kept up to date.Each company will draw up their own duties for a company secretary, so the role itself can vary greatly from company to company. But for the most part the secretary will be required to perform such duties as:Maintaining company addresses.Reporting changes to Companies House and HMRC.Monitoring finances and maintaining accounting records.Preparing annual accounts and tax returns.Preparing and filing annual returns.Registering the Corporation Tax, VAT and PAYE.There are lots of other tasks that are usually assigned to a company secretary that may include maintaining business stationery, preparing reports, arranging meetings and circulating agendas and minutes, and maintaining public records and ensuring they are accessible for inspection.

Can I appoint anyone as a company secretary?

There are certain rules to follow about appointing a company secretary, but you have to remember that no matter whoever you appoint, the ultimate responsibility for ensuring the company meets all it's statutory requirements sits with the company directors. A company secretary will be tasked with certain duties to complete on behalf of the directors, but not instead of them.You are not allowed to appoint anyone under the age of 16, or someone who is an undischarged bankrupt, a disqualified director, or someone who holds the role of an auditor of the company.Obviously, you will want to appoint someone trustworthy, and if they come with professional skills that benefit your company - then that is an extra bonus! You don't have to appoint a person if you don't want to - instead you can appoint another limited company to act as your company secretary. Here are some other suggestions for a suitable company secretary:

• A professional chartered secretary.
• Your own accountant or solicitor.
• An administrative services company.
• A director, shareholder or guarantor of your company.

How do I appoint a company secretary?

When you first go through your company formation you can appoint your company secretary during or after your incorporation. The role can also be removed online further down the road should you decide you no longer need a company secretary. Whether you choose to appoint or remove a company secretary after incorporation, you must make sure you tell Companies House about this change. They can then update their public record to show the changes.

What do Companies House need to know when I appoint a company secretary?

This is the information you need to supply to Companies House: Company name and registration number, date of appointment, secretary’s full name, contact/service address for secretary - most will usually nominate the registered office address as their regular contact address, especially if they want to avoid their home address going on public record and increase the chances of receiving lots of junk mail.Consent to Act tick box – the company must confirm the secretary’s consent to act in that capacity by ticking the ‘statement of consent’ box on the appointment form.

Never miss another call with Your Virtual Office London call answering services. If you run a home office in London or anywhere else in the country, the chances are you will not be at your desk 24/7 all year-round. Have you ever missed a call from an important client that you really wanted to talk to? This can not only be frustrating, it can damage your reputation as a legitimate business. How much do you think missed calls have cost you in profits so far this year? Experts predict that thousands of pounds are potentially lost through missed calls that could have secured deals, finalised prices or delivered you some sales. People these days want immediate attention, and immediate results. If you are not available to answer their call, chances are they will go elsewhere to do business. Can you afford not to have a professional call service attached to your company?With a professional telephone answering service, you will never again miss your important calls. You will receive your very own dedicated London number that you can give out to your customers and clients with the confidence that it will always be answered. Your new London based number can be displayed on your company website, business cards, letterhead, etc. When clients and potential customers call your exclusive number, they will be greeted with a friendly and professional voice at the other end, answering in your company name and using your chosen greeting.For a low fee, you can have your very own bespoke telephone answering service which will handle all of your customer`s inquiries and questions with great clarity and professionalism. You will be notified by email and SMS when you have received a call, so you can call them back at a convenient time to address their concerns or questions. If you would prefer to have your calls directed to you while the client is on the phone, that is an option you can take as well. This way your customer can get their issue addressed immediately, and having a professional receptionist or assistant to answer your calls will give your caller the impression that your company is much larger than it actually is. This will build your reputation as a company that not only cares about their customers, but is also a credible and trustworthy company to do business with.You can set the exact times and hours that you want your answering service to take your business calls. Whether you want the service just for the evening hours, or you would prefer an all day service, there is a package available that will fit your needs perfectly. Setting up an account with us is fast and simple, and you can be up and running in mere minutes. Many answering services will charge you a set up fee, so you can save even more money by booking your call answering service through us.A telephone answering service can also be a great asset if you are planning on going on holiday, or you are going to be away for a few days on a business trip. Your service will answer all of your calls and forward your messages to you right away. If you would rather have the messages directed elsewhere, such as to your business partner for example, we can do that for you as well. It takes no time at all to set up your call service, and you can have great peace of mind any time you need to be out of town.Having a professional answering service can be worth it's weight in gold, and will make your life so much easier. You can rest assured your calls will be taken while you give yourself a chance to finish important business meetings without interruption or be able to concentrate on other important aspects of your business while all your calls are being taken good care of.

Companies House is responsible for the administration and maintenance of the public register, so any changes of information you submit can be quickly updated on the public register to show the correct details and aids in company transparency.They hold two types of personal information that will either fall into the public category or will be non-public data that is not shared with anyone. Sensitive information submitted to Companies House is kept secure on a wide variety of databases and storage systems with tight security measures in place to protect the confidentiality and integrity of that information.

The Public Register

Companies House only stores registered company information on the public register that is open to view by the general public.The information listed includes:

• a company’s incorporation
• company accounts
• annual returns
• director or secretary appointments
• shareholder information

The Companies Act 2006 requires certain information to be included when registering a new company or updating the records of any changes. For a registered company director this will include:

• name
• address
• occupation
• nationality
• date of birth

Under Section 34(c) of the Data Protection Act, this personal data is exempt if the data controller is duty bound to make it available to the public.

Why is my date of birth important?

Your date of birth is important as it allows Companies House to be as unique as possible with their stored information. Plus it makes it easier for those searching the Public Register at Companies House to establish the correct identity of the person they are looking for. A date of birth can help distinguish between two directors of the same name, especially when a search is performed.It is not necessary for a company directors to submit their residential address, but they must provide a service address for the public record to enable the general public to locate and contact them. All usual residential addresses (URAs) are kept on a separate record away from public view to which access is tightly restricted.All of the necessary statutory information gathered by Companies House about live companies is kept on record indefinitely. Only statutory information about dissolved companies will be published, and then for only a 20 year span once the company has been officially dissolved. Information will then be stored in the National Archives, but can still be accessed through the National Archives or via Companies House. The National Archives preserve a percentage of all dissolved company information which is determined based on their historical value.

What public data can people see?

Under the Companies Act 2006, and related legislation, Companies house can only ask for relevant information to display on the public record, no sensitive personal information will be disclosed for public view.Companies House will still need to ask you for some personal data, but this will be defined as non-public data, and will not be displayed on the Public Register or can be accessed by the public. When they request this data from you they will clearly explain why this information is needed, and then will only collect the relevant information they need for their records. Personal information about you will only be kept on record for as long as is necessary.If you would like more information and advice about data protection, privacy and data-sharing issues, visit the website of the Information Commissioner’s Office at https://ico.org.uk/.

What information of mine is available for the public to see?

Any information that is submitted to Companies house will be publicly available to anyone. This information will include the companies` details such as incorporation date, company accounts, annual returns, director`s details including appointments, secretary appointments, and shareholder information.

Why does Company house need personal information for company officers?

Under the Companies Act 2006 Companies House requires specific information to be included when someone is appointment as an officer of a company. A director of a company will be required to include their name, address, occupation, nationality and date of birth. This information is then available on the public register and it is legally required.

How long is my information stored on the register at companies` house?

Statutory information is kept permanently for the duration of the life of the company. If the company is dissolved companies` house will archive the information for 20 years (after the dissolution of the company). However it is important to understand that archived dissolved company information can currently be obtained on request either from Companies House or the National Archives who preserve a percentage of all dissolved company information which is determined based on their historical value.For virtual office Lodon services please view our homepage where you will have access to www.yourvirtualofficelondon.co.uk full range of services.

Thinking about changing your company name? Many companies will think long and hard before deciding on their company name a long time before registration. While at the time of incorporation your company name may have seemed perfectly fine, further down the line you may have a good reason for wanting to change it.No matter what you want to change your company name to, you first have to make sure your new chosen name is actually available to use and not already registered to someone else. You will also want to make sure that your new name does not go against the rules set by Companies House about what they deem to be acceptable. You can search the register on the Companies House service page here to see if you chosen name is already in use.There are a whole list of sensitive words or expressions that you are not allowed to use, such as profanities or anything that may conflict with already registered trademarks or infringe on copyright.

How to Inform Companies House

Once you have decided on your new company name, you will need to inform Companies House, the registrar of all UK companies. You can register your change of name by filing Form NM01, along with a copy of your special resolution, agreed by your board.If you prefer, you can submit your change of name manually on paper rather than via the WebFiling service, or via software filing - whichever method you prefer or is easiest for you to do. There will be a charge involved when submitting your changes.Once your change of name has been filed successfully, Companies House will send out a new certificate of incorporation to you, including the date of your new name registration. Your registered number will remain the same as it was when you originally registered your business at the time of incorporation.If you have an accountant, they will need to update HMRC with your new company name. You will also need to update your business bank account provider with your new information, as well as remembering to notify your clients or customers of your changes.Your company letterhead and office stationery will need to be updated, as well as any names displayed on your website.

Just to recap:

A company may change its name by:

• Special resolution (Form NM01 needed)
• By means provided for in the company`s articles (From NM04)

When changing the company name, double check to make sure the new proposed name is not already in use by another company. If the company name is already in use, the new name will be rejected by Companies House.

Other important points to note:

A company in liquidation may not change its name only unless the liquidator has given permission and or requested this themselves.A company in administration or administrative receivership may change its name if the administrator or receiver has given consent in doing so.

Special Resolution

If it`s needed that the company wants to change its name by the special resolution method, companies house requires the business to file a copy of the resolution along with the form NM01. There will be a fee for changing the name and this must be included in order for the change to go through. If you are looking for a template of the form it can be located at the companies house website on this link to the companies house NM01 Template Form.

What is a special resolution?

A special resolution is a resolution passed at a general company meeting help by the companies members, where 75% of those members are entitled to vote.Company`s ArticlesIf the company is requiring to change the name through companies house, you are required to use the NM04 form. Again you will need to pay companies house a fee in order for the name change to get processed correctly.Changing the company name via Software FilingCompanies house charge £8 or £30 if you decided to take the same day name change service. If you are looking to file the change of name, applications can only be filled through formation agents such as ourselves.Web FilingAgain Companies House charge £8 or £30 if you decide to make use of the same day service. The online WebFiling service allows you to change the company name online via the Companies House website, the service also gives you access to other important documents that relate to your company.You can visit the Companies House website by using this link.