 |
Bbelow are the answers to the more frequent questions that we are asked regarding our company formation. If your questions / answers are not listed, or you would like a more detailed answer, please feel free to contact us. |
What is a Registered Office?
What is the minimum number of officers your company requires?
Can anyone be a Company Director?
Can I choose any name I want for my company?
What is a public limited company?
Can a PLC issue shares in another currency?
When can a PLC start business?
Are there any other restrictions on a PLC?
What then is the advantage of a public company?
Do these rules apply to an oversea plc?
What is a Registered Office?
It is the address of a company to which Companies House letters and reminders will be sent. The registered office can be anywhere in England and Wales (or Scotland if your company is registered there). The registered office must always be an effective address for delivering documents to the company, and to avoid delays it is important that all correspondence sent to this address is dealt with promptly. If you change your company registered office address after incorporation through Global Relations, you can do through your Company Manager Control Panel.
Registered Office Service
Top of Page
What is the minimum number of officers your company requires?
Every company must have formally appointed company officers at all times.
A private company must have at least:
- one director - but the company's articles of association may require more than one;
- one secretary - formal qualifications are not required. A company's sole director cannot also be the company secretary.
A public company must have at least:
- two directors;
- one secretary - formally qualified.
After incorporation, you must tell Companies House about:
- the appointment of a new officer by submitting Form 288a;
- an officer's resignation from the company - use Form 288b;
- changes in an officer's name or address or any of the other details originally registered on Form 10.
Top of Page
Can anyone be a Company Director?
In general terms, yes, but there are some rules. You can't be a company director if:
- you are an undischarged bankrupt or disqualified by a court from holding a directorship, unless given leave to act in respect of a particular company or companies
There is no minimum age limit in the Companies Act for a director to be appointed in England and Wales. However, he or she must be able to consent to their own appointment. You should seek legal advice if you intend to have a very young person as a director of your company.
In Scotland the Registrar will not register for any company the appointment of a director under the age of 16 years old. A child below that age does not have the legal capacity to accept a directorship - Age of Legal Capacity (Scotland) Act 1991. If you need more information, please contact us.
Some people not of British nationality are restricted as to what work they may do while in this country. If you need more information about whether such a person can become a director of a UK-registered company, contact:
Home Office Immigration and Nationality Department
Lunar House
Wellesley Road
Croydon
CR9 2BY (Tel: 0870 606 7766)
Top of Page
Can I choose any name I want for my company?
No. There are some restrictions on your choice of company name.
Company name checks
It is important to check that the name you want is acceptable to Companies House before you complete the company formation documents.
Briefly, the restrictions are that:
- you cannot register the same name as another company;
- the use of certain words is restricted; and
- names likely to cause offence are not allowed.
It is also important to check whether your chosen name is similar to any other names already on the register. If your chosen name is too like another name, an objection could be made within the 12 months following the incorporation of your company and you could be directed by the Secretary of State to change the company's name.
Click here to check
Names cannot be reserved and formation applications are not processed strictly in order of time or date of receipt. In the unlikely event that we receive more than one application to register the same name, only one will be registered. The second will be refused because the name would then already be on the names index. There can be no guarantee which application will be processed first. Our Electronic Formation System will automatically process the applications on First Come, First Served basis.
Top of Page
What is a public limited company?
A public limited company is a company which is registered as such and complies with the following:
- It must state that it is a public limited company both in its memorandum and in its name. The memorandum must contain a clause stating that it is a public limited company and the name must end with 'Public Limited Company' or 'PLC' (or if it is a Welsh company, the Welsh equivalents 'Cwmni Cyfyngedig Cyhoeddus' or 'CCC').
- For public limited companies that are also community interest companies (CICs) the name must end with 'community interest public limited company' or 'community interest p.l.c.' (or if it is a Welsh company, the Welsh equivalents 'cwmni buddiant cymunedol cyhoeddus cyfyngedig' or 'cwmni buddiant cymunedol c.c.c').
- It must have an authorised share capital of at least £50,000.
- Before it can start business, it must have allotted shares to the value of at least £50,000. A quarter of them, £12,500, must be paid up. Each allotted share must be paid up to at least one quarter of its nominal value together with the whole of any premium.
For example, if a share with a nominal value of £1 is sold for £6, then it is said to have a premium of £5. This premium must be paid to the company, together with a minimum of a quarter of the nominal value of each share. That is £0.25p plus £5, making a total payment of £5.25.
Top of Page
Can a PLC issue shares in another currency?
Yes, if it has passed the necessary resolutions to adopt that currency as part of its authorised capital and given the directors the authority to allot that capital. However, it must always have at least the authorised minimum of £50,000 sterling in issued capital, irrespective of what other currency it uses.
A company may use as many currencies as it wishes for its share capital provided that they are true currencies.
Top of Page
When can a PLC start business?
A newly formed PLC must not begin business or exercise any borrowing powers until it has a certificate issued under section 117 of the Companies Act 1985 confirming that the company has issued share capital of at least the statutory minimum (see question one). You can get this certificate from Companies House by completing Form 117. Once issued, the certificate is proof that the company is entitled to do business and borrow. We will normally post you the certificate, but we can fax a copy for collection at any Companies House office if you ask for this when you deliver Form 117 for registration.
Top of Page
Are there any other restrictions on a PLC?
Yes. There are four main restrictions:
- A PLC must have at least two members and at least two company directors. The secretary (or each joint secretary) must also be a person who appears to the directors to have the necessary knowledge and ability to fulfil the functions and who:
(a) held the office of secretary or assistant or deputy secretary on 22 December 1980; or
(b) for at least three of the five years before their appointment, held the office of secretary of a non-private company; or
(c) is a barrister, advocate or solicitor called or admitted in any part of the United Kingdom; or
(d) is a person who, by virtue of his or her previous experience or membership of another body, appears to the directors to be capable of discharging the functions of secretary; or
(e) is a member of any of the following bodies:
- the Institute of Chartered Accountants in England and Wales;
- the Institute of Chartered Accountants of Scotland;
- the Institute of Chartered Accountants in Ireland;
- the Institute of Chartered Secretaries and Administrators;
- the Chartered Association of Certified Accountants;
- the Chartered Institute of Management Accountants (formerly known as the Institute of Cost and Management Accountants); or
- the Chartered Institute of Public Finance and Accountancy.
- A PLC normally has only seven months after the end of its accounting reference period to deliver its accounts to the Registrar. A civil penalty will be incurred if it delivers accounts to Companies House after the statutory time allowed for filing.
- A PLC cannot take advantage of many of the provisions and exceptions applying to private companies under the Act, such as audit exemptions for small private companies.
- A PLC cannot apply for voluntary strike-off under section 652A, Companies Act 1985.
Top of Page
What then is the advantage of a public company?
A PLC has access to capital markets and can offer its shares for sale to the public through a recognised stock exchange. It can also issue advertisements offering any of its securities for sale to the public. In contrast, a private company may not offer to the public any shares in itself.
Top of Page
Do these rules apply to an oversea plc?
Most of the above rules do not apply to a public company formed abroad. On establishing a branch or place of business in Great Britain, such a company is governed by Part XXIII of the Companies Act 1985, just as any other oversea company is. However, besides Part XXIII of the Act, they are also governed by regulations in their country of incorporation, by certain parts of the Financial Services and Markets Act 2000, and by the City Code on Take-overs and Mergers.
 Back to top
|
