BUSINESS SERVICES AND UK COMPANIES

Information contained in this section is important for individuals or companies who wish to form and/or run company registered in the UK. All the commentaries are based on English law in force at October 2009.
Company Formation. Sets out the general provision and requirements for registration of private and public limited companies.
Limited Liability Partnership. The LLP can provide the organisation and flexibility of a partnership to what is in effect a legal business entity with limited liability.
Accounts. Looks at the importance of 'accounting reference dates' and basic information on preparation and filing of accounts highlighting the differences between the exemptions for small, medium and dormant companies.
Tax.Tax Facts 2009/2010. The details contained above in relation to tax are based on the latest available information.
Direstors and Secretaries. Looks at the duties and obligations of officers of a company incorporated in the United Kingdom
Oversea Companies - There are two regimes for registration in Great Britain.

Company formation
This note is a snapshot guide and should be read in conjunction with the relevant legalisation or subject to professional advice
This notes sets out the requirements for the incorporation of private limited companies, public limited companies and un-limited companies. The note refers to the major differences between types of company, the documents required for their formation, shareholders, capital and officers and secretary. It does not look in detail at the question of company names. Certain words under English law suggest a particular thing and some names are proscribed from use unless the company is involved in a particular activity. A company with a phrase "holding" must have subsidiaries within the group either in the UK or abroad. For further information on this aspect please contact us.

Following formation there are obligations that require you to amend the public records of the company. If the company's circumstances change, if its address changes or if the officers change, these changes must be registered at Companies House.

The relevant law is set out in the Companies Act 1985 (as amended by Acts in 1989 and later), and in addition, for RTM (Right to manage) companies and commonhold associations, in the Commonhold and Leasehold Reform Act 2002 and related legislation.

When you set up a company in the United Kingdom you become responsible for many obligations and it is always worthwhile taking advice from a qualified professional as to the best way a business should be run.
New Companies.
Under United Kingdom law there are four types of company that can be registered.

• Private companies limited by shares – the liability of any share holder cannot be more than the amount that is unpaid on shares held by them. This includes those community interest companies (CICs) which are private companies limited by shares. When shares are issued, there are a certain number of shares in any company. There is a particular face value on each share and , say 100 shares comprise the share capital of the company. Two may be issued and fully paid up and a balance of 98, namely Ј98 is the extent of the liability in relation to the company.
• Private Company Limited by Guarantee – the liability of any members/shareholders is limited to the amount that they have agreed to contribute to the company's assets if it is wound up. This type of company is generally only used for charitable work and cannot be used as a company trading for profit.

Private Unlimited Company – this is a private company with no limit as to members liability.

• Public Limited Company (plc) – the shares in a plc may be offered for sale to the general public but the liability of shareholders as with private limited companies cannot exceed the amount unpaid on shares held by them. This also includes community interest public limited companies (CICs which are PLCs).

This note is a snapshot guide and should be read in conjunction with the relevant legalisation or subject to professional advice
This notes sets out the requirements for the incorporation of private limited companies, public limited companies and un-limited companies. The note refers to the major differences between types of company, the documents required for their formation, shareholders, capital and officers and secretary. It does not look in detail at the question of company names. Certain words under English law suggest a particular thing and some names are proscribed from use unless the company is involved in a particular activity. A company with a phrase "holding" must have subsidiaries within the group either in the UK or abroad. For further information on this aspect please contact us.

Following formation there are obligations that require you to amend the public records of the company. If the company's circumstances change, if its address changes or if the officers change, these changes must be registered at Companies House.

The relevant law is set out in the Companies Act 1985 (as amended by Acts in 1989 and later), and in addition, for RTM (Right to manage) companies and commonhold associations, in the Commonhold and Leasehold Reform Act 2002 and related legislation.

When you set up a company in the United Kingdom you become responsible for many obligations and it is always worthwhile taking advice from a qualified professional as to the best way a business should be run.
New Companies.
Under United Kingdom law there are four types of company that can be registered.

• Private companies limited by shares – the liability of any share holder cannot be more than the amount that is unpaid on shares held by them. This includes those community interest companies (CICs) which are private companies limited by shares. When shares are issued, there are a certain number of shares in any company. There is a particular face value on each share and , say 100 shares comprise the share capital of the company. Two may be issued and fully paid up and a balance of 98, namely Ј98 is the extent of the liability in relation to the company.
• Private Company Limited by Guarantee – the liability of any members/shareholders is limited to the amount that they have agreed to contribute to the company's assets if it is wound up. This type of company is generally only used for charitable work and cannot be used as a company trading for profit.
• Private Unlimited Company – this is a private company with no limit as to members liability.
• Public Limited Company (plc) – the shares in a plc may be offered for sale to the general public but the liability of shareholders as with private limited companies cannot exceed the amount unpaid on shares held by them. This also includes community interest public limited companies (CICs which are PLCs).

Who may establish a company?
In general legislation allows only people to form a company for any lawful purpose if they establish a memorandum of association. A public company or an unlimited company must have at least two shareholders.
How is a company formed?
Companies are formed by creating a Memorandum and Articles of Association. The Memorandum sets out the company's name, the situation of the registered office of the company (this is the office to which all correspondence will be sent). It must be in England, Wales or Scotland and also describes what it will do. Many Memoranda contain general clauses allowing a company to undertake a variety of commercial purposes. The other clauses within the memorandum depend on what sort of company is being incorporated. The Memorandum must be signed by each shareholder in front of a witness and the form is then lodged with Companies House.

The Articles of Association set out the rules for the running of a company and its internal affairs.

It is also necessary to register details of the first director(s) and/or secretary and the proposed address of the registered office. As well as providing names and address, any company director must give their date of birth, profession/occupation and a list of other directorships of UK companies that they have held in the past 5 years. Any officer appointed and/or shareholder (or their respective agents) must date and sign the relevant form. A person may act as both director and company secretary provided they are not a sole director of the company.

The registered office of a company is the address to which any correspondence or formal reminders from Companies House will be sent. A registered office can be anywhere in England and Wales and it must be a proper address for the delivery of documents to the company. It is important to avoid delays and ensure that correspondence is dealt with promptly. Any company that changes its registered office following its establishment must notify Companies House of a new address.

When forming a CIC the following documents are required in addition to those listed in 3 above: a community interest statement and an excluded company declaration. These documents must be in a form approved by the CICs Regulator.
How many officers must a company have?
Every company must have officers formally appointed at all times. A private limited company requires at least one director and a company secretary. There must therefore be two officers as a sole director cannot also be company secretary.

A public limited company must have at least 2 directors and one secretary who is formally qualified to carry out the role.

All officers of companies have broad responsibilities under legalisation but these are dealt with in a separate note.

If a new director or secretary is appointed; a director or secretary resigns or a director or secretary changes their name or address or other details, then a form must be sent to Companies House.
What requirements are there to be a company director?
Generally, any person may be a company director. People may not act as directors if any of the following apply:

They are undischarged bankrupts or otherwise disqualified by an English Court from holding a directorship

For PLC's people over the age of 70 may not be appointed or re-appointed unless a resolution of the company in general meeting preceded by special notice has been carried.
There is no minimum age limit for a director but they must be of sufficient age to consent to their appointment. In Scotland the Registrar does not accept people under 16 years of age as having sufficient capacity to accept a directorship.
What name can I choose?
The use of names for a company does have restrictions. Firstly, Companies House will not register a name which is the same as that of another company. Certain words may not be used for companies unless particular circumstances apply and further no name may be registered that may cause offence.
It is also important to check whether any name is similar to any other names already on the register. There is a provision that within 12 months of registration a company may be directed by the Secretary of State to change the company's name.

In addition if there is a trade mark registration or application for or including a trade mark which is identical or similar to the company name you have chosen you may face legal action for a trade mark infringement. You can check the trade marks register at The Patent Office before registering a name at Companies House.

 

Public Limited Companies
A Public Limited Company must comply with the following:

• Both its memorandum and its name must refer to the fact it is a Public Limited Company or PLC
• 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.'.
• There must be Memorandum in a specified form
• It must have an authorised share capital of at least £50,000 and before business may be commenced at least one quarter of them must be paid up.

A plc can only commence its commercial activities or borrow monies from financial institutions when it has a Certificate issued under Section 117 of the Companies Act 1985 (as amended in 1989 and later) confirming that at least the statutory minimum share capital has been issued.

There are four main restrictions on a plc:

A plc must have at least 2 directors and at least 2 shareholders. These may be the same person. It must also have appointed a secretary who is capable of fulfilling the relevant functions and is deemed sufficiently qualified.

Unlike a limited company a plc will only have 7 months following the end of its financial year to submit accounts to the Registrar at Companies House. If the accounts are late a civil penalty will be incurred. This will involve a fine. Hopefully none of our clients will be in that situation.

In addition a plc may not take advantage of any provisions or exemptions that apply to private limited companies or to small private companies and further, it may not apply for a voluntary strikeoff.

The main advantage of a plc is that it may offer its shares for sale to the public through a stock exchange. It may also advertise its shares for sale to the public. A private limited company may not offer to sell shares in itself to the public.

If trading goes well, a private limited company may re-register as a plc. It must pass a special resolution and send a copy of the resolution with the relevant application forms to the registrar.

A plc may also revert back to being a private limited company but it must pass a special resolution to do so. The share capital will need to be reduced and it may be necessary for the shares to be redeemed or repurchased if they are in the public domain.
Single member companies

What is a single member company?

A single member company is a private company, limited by shares or by guarantee, which is incorporated with one member, or whose membership is reduced to one person.

Can a single member run the company?

No. The company must still have at least one director and a secretary who cannot also be the sole director.

How can a single member hold general meetings?

Unless the company's articles of association specify anything to the contrary, a single member - present in person or by proxy - constitutes a quorum. If such a meeting is held, it must be recorded in the minutes.

If a single member takes a decision, except by written resolution, then the decision must be given to the company in writing.

How should a company record an unwritten contract with a sole member?

If the company enters into an unwritten contract with the sole member who is also a director of the company (and the contract is not in the ordinary course of the company's business), the company must ensure that the terms of the contract are set out in a memorandum or are recorded in the minutes of the next directors' meeting.

What about the register of members?

A company's register of members must accurately record its members. If a company is incorporated with one member, then the register must reflect this. If the company originally had more than one member and the membership reduces, then the register must show when this happened. Similarly, the appropriate entries must be made in the register of members if the number of members later increases.

Re-registration of a company and also conversion of a company to a CIC

Can a private company convert to a PLC?

Yes. Both a private company limited by shares and an unlimited company with a share capital may re-register as a PLC, but a company without a share capital cannot do so.

A private company must pass a special resolution that it be so re-registered and deliver a copy of the resolution together with an application form to the Registrar. The resolution must also:
 

• alter the company's memorandum so that it states that the company is to be a public limited company;
• make any other alterations to the memorandum so that it conforms to that required for a public limited company;
• make any required alterations to the articles of association of the company.

The application must be on Form 43(3), be signed by a director or secretary of the company, and be accompanied by the following documents:
 

• a copy of the memorandum and articles of association of the company altered in accordance with the resolution above;
• a copy of a balance sheet prepared not more than seven months before the application date and containing an unqualified report by the company's auditors;
• a special report by the auditors regarding the net assets of the company at the balance sheet date in relation to the company's called-up share capital and its undistributable reserves;
• a valuation report on any shares issued as fully or partly paid up except in cash after the balance sheet date;
• a statutory declaration on Form 43(3)(e) confirming that the resolution has been passed, and that there has been no change in the company's financial position causing its net assets to be reduced to less than its called-up share capital and undistributable reserves.

An unlimited company, in addition to the above, must:

• include a statement in the resolution that the liability of the members is limited and what the company's share capital is to be;
• make such alterations to the memorandum and articles of association as are necessary for them to conform to those of a company limited by shares.

Company Stationery
It is required that all company paper, compliment slips etc must give certain information about itself. The company must display its name outside of every office or place where business is carried on. The name must be legible and able to be seen. The company's name must also be displayed on all letterheads, notices other official publications. Cheques, orders for moneys, bills of exchange etc.

The company must also show its place of registration and registered number together with its name and address.

The letterheads may show the names of directors but if a company chooses to have directors names on its letterhead them it must show all directors and not select between them.

 

Limited Liability Partnership (LLP)
This note is a snapshot guide and should be read in conjunction with the relevant legalisation or subject to professional advice

The Limited Liability Partnership is governed by the Limited Liability Partnership Act 2000 and the Limited Liability Partnerships Regulations 2001 which incorporate some of the Companies Act 1985 into the responsibilities and rules governing Limited Liability Partnerships (LLP).
The LLP can provide the organisation and flexibility of a partnership to what is in effect a legal business entity with limited liability. The earnings of the LLP are taxed as a partnership, namely each partner/member is taxed individually on their own earnings, and therefore if a partner resides abroad and the business is transacted abroad they will not be liable to taxation in the UK. However, it is worth noting the Inland Revenue are likely to have questions of such legal entity if it contributes no revenue to the UK.
An LLP needs to submit a form to Companies House to be formally which gives the name of the LLP, the registered office, the name address and date of birth of each member and which of the persons will be designated members or whether all members will be designated. A designated member has the same rights and duties towards the LLP as any other member. These rights and duties are governed by the Limited Liability Partnership Agreement and in general law. However the law on LLP's places extra responsibility on designated members and in particular they are responsible for:

• The appointment of an auditor.
• Signing the accounts on behalf of the members.
• Delivering the accounts to the registrar.
• Notifying the registrar of any membership changes or change to the registered office address or name of the LLP .
• Preparing, signing and delivering to the registrar and annual return.
• Acting on behalf of the LLP if it is wound up or dissolved.

Designated members are also accountable in law if they fail to carry out these responsibilities.
As with companies there are various restrictions on names and advice can be given in the proposed names prior to the formation. The company will have Limited Liability Partnership or LLP at the end of the name and must not be too similar to an existing company. In addition, if the name suggests banking approval, connection to the UK or other financial matters consent will be required before such name is used. This includes the words national; authority, board or council; institute or institutions; charter or chartered; chemist or chemistry; holding etc the Secretary of State may issue a direction for a name to be changed.
There are similar rules and regulations in respect of the delivery of accounts to Companies House and the provision of information and there are similar exemptions in relation to what size of company requires accounts to be audited.
An LLP is required to have at least two members, if its membership falls to only one member and the LLP continues to carry on business for more that 6 months then the benefits of limited liability will be lost. Every member is an agent of the LLP and the partnership will be bound by anything done by a member on its behalf unless (a) the member had no authority to act on behalf of the LLP in a particular capacity and (b) the person with whom the member dealt knew that either they had no authority to act or they did not know of his or her membership of the LLP.
Members cease to be members either by death (or dissolution in the case of a corporate member), by agreement with other members or by giving reasonable notice to other members. If a member changes, the changes of particulars must be notified to Companies House on the proper form.
The incorporation document must specify whether individual members are "designated" or whether all members should be regarded as designated member. The designated member is essentially responsible for the administration of the company.
Limited liability partnerships were originally designed to cover professionals who are forbidden from forming Limited companies through their professional bodies. However, they have been used to good effect by other firms. It is sensible to take the advice of an accountant prior to forming a limited liability company as if efficacy will depend on the type of business being operated and the way in which monies are earned.

Note on accounts and accounting reference dates

This is a thumbnail sketch of current requirements and should be only read in conjunction with professional advise or current legislation
This note covers the rules governing the requirements for public disclosure of accounts by all limited companies.
Our notes cover two topics that are important:

• Accounting reference dates – in brief this is the financial end of the year for any company. It is also the relevant date by which Companies House decide when accounts are due to be lodged with them. If this reference date is to be changed Companies House must be notified in advance. If Companies House is not notified accounts may need to be re-prepared, registration of the originals will be refused and costs and penalties could be involved.
• Preparing and filing accounts – Companies House has deadlines by which any limited companies accounts must be prepared and delivered to it. An automatic penalty is levied if accounts are produced late. Any professional advisers must be made fully aware of the deadline in order that they can act accordingly. As was specified in the section dealing with directors and company secretaries, if a professional does not act properly this does not take responsibility away from the person listed as director.

The relevant law is covered by the Companies Act 1985 as amended thereafter.
Part One Accounting Reference Dates
The Financial Year for a new company will start on the day of incorporation of the company. All companies are required to produce annual accounts that set out the company`s activities and performance during the year. The period is called " The Financial Year" was also known as the "Accounting Reference Period".
The period of a company`s first accounts.
When a company is first formed, the first financial year automatically commences on the last day of the month in which the company was formed. For example a company formed in November 2000 would have its financial year calculated to cover the period from incorporation to the 30th November 2001. This date may vary up to seven days either side or the original date.
Changing the accounting reference date
An accounting reference date may be changed by sending a particular form to Companies House but any new date must be filed before the deadline before the filing of accounts. A private company normally has ten months from the end of its financial year to submit accounts and a public limited company has seven months to send accounts to Companies House. For the first year of trading the time period is calculated slightly differently.
It is possible to shorten an accounting reference period as often as required and by as many months. There are however limitations on ones ability to extend the financial year:
 

• it may not be extended for a period lasting longer than eighteen months from the commencement of the financial year.
• It can not be extended more then once in five years unless:
• The company is under administration, or
• It has been directed by the secretary of state, or
• The company is matching its financial year to that of a subsidiary or parent formed and operating within the EEC.

Companies incorporated overseas
A company incorporated overseas which has registered:
a branch in Great Britain, and which does not have to publish audited accounts in its country of incorporation; or

• a place of business in Great Britain;

is subject to the same ARD rules except that it is not restricted as to how often it may extend accounting periods.
More information see in our page Oversea Companies
Preparation and filing of accounts
The rules contained in this section will apply to all companies accounts irrespective of whether there are any exemptions that apply to the content. ALL LIMITED AND UNLIMITED COMPANIES MUST KEEP ACCOUNTS WHETHER THEY ARE TRADING OR NOT.

Accounts will include the following:
 

• A profit and loss account (this shows income and expenditure/receipts and payments)
• A balance sheet which must be signed by a director
• An auditor's report signed by the accountant/auditor (if required)
• A director's report signed by an officer (i.e. director or secretary of the company)
• Notes to the accounts
• Group accounts (if appropriate)

Please note: For financial years beginning on or after 1 January 2005, the accounts may be prepared in accordance with international accounting standards.

All limited and public limited companies must send their accounts into the registrar at Companies House. Certain categories of company dealt with later may be allowed to file "abbreviated accounts". Unlimited companies only need to prepare and submit accounts during an accounting period if the company is or becomes:

• The subsidiary or a parent of a limited undertaking ,or
• A banking or insurance company (or the parent of the same),or
• A qualifying company within the meaning of the partnerships and unlimited companies (Accounts Regulations 1993), or
• operating a trading stamp scheme

What period must the accounts cover?

A company's first accounts cover the period starting on the date of incorporation, not the first day of trading. They end on the accounting reference date (ARD) or up to 7 days either side of that date.

Subsequent accounts start on the day after the previous accounts ended. They finish on the ARD or up to 7 days either side of it.

Time Scales for submissions of accounts to Companies House

In usual cases the following time periods are allowed:

• For a private limited company – ten months from the financial year-end of accounting reference date.
• For a public limited company – seven months from the financial year-end.

If however during the course of a financial year the accounting reference period has been shortened, the time allowed is the longer of the ten/seven months (depending on the company) from the year-end or three months from the date of the notice.

If the first financial year is longer then twelve months then the time allowed to submit accounts is:

• For a private company twenty two months from date of incorporation or three months from the financial year-end whichever is the longer.

For a public company nineteen months from the date of incorporation or three months from the financial year-end, whichever is the longer.

It is worth noting that the period of months corresponds to the date in the appropriate month, and therefore a private company with a financial year-end of the 30th September has until midnight on the 30th July to submit it's accounts to Companies House, and not the 31st July being the end of the month. If however the year- end is the 30th April then they have until midnight on the 28th February on the following year to submit their accounts as if there is no corresponding date in the relevant months. The last day of the month counts.

Can one get more time?

If a company has a business or business interests overseas by submitting a specific form 244 to Companies House, one may apply for a three month extension to the normal period for submission of accounts. This form must be filed before the normal filing deadline and must be done for every year in which a company requires the extra time. It does not automatically follow from year to year.
In special circumstances one may also apply to the Secretary of State for Trade and Industry to request an extension of time for submitting accounts but there must be some special reason. This must be something unpredicted, which was outside the control or expectation of either the company or its professionals. The application must be in writing and submitted before the usual submission deadline and contain a full explanation the reasons for the request and must specify the length of time required.

Late Accounts

If the accounts are delivered late there is an automatic "penalty for late filing". The amount depends on how late the accounts are when they arrive and the rate varies between private and public companies.

From 1st February 2009 the new penalties will imply for late filing of accounts:

Length of delay	Public company	Private company
1 day to 1 month	£ 750	£150
1 month 1 day to 3 months	£1500	£375
3 months one day to 6 months	£3000	£750
More than 6 months	£7500	£1500

Failing to deliver accounts on time is also a criminal offence for which company directors may be prosecuted.

Please note: if a filing deadline expires on a Sunday or Bank Holiday the law still requires accounts to be filed by that date. So you should ensure that they are posted in time to arrive before such a deadline.

Approval/Signature of Accounts

Accounts must be approved by a company's board of directors and signed before they are sent to Companies House:

• The balance sheet must be signed by a director and any statements about accounting or filing exemptions must appear above the director's signature.

The director's report must be signed by a director or the company secretary. If any accountants, auditors or special auditor's report is attached, it must state the name and address of the person or firm and be signed.
On Receipt by Companies House

Any documents or forms sent to Companies House are electronically scanned and stored as an electronic image, which is used as a working document. The original paper is filed. When business contacts look at a company's record they see the image reproduced on line or on microfilm. It is important the original should be legible so that a clear copy is produced.

When you prepare a document:

• use black ink or black type;
• use bold lettering (some elegant thin typefaces and pens give poor quality copies);
• don't send a carbon copy;
• don't use a dot matrix printer;
• remember - photocopies can result in a grey shade that will not scan well;
• use A4 size paper with a good margin; and
• include the company number in the top right-hand corner of the first page.

Additional requirements for Community Interest Companies (CICs)

Yes. The CIC must prepare a community interest company report which must be sent to Companies House with the annual accounts
Small and medium-sized company exemptions

What exemptions are available?

Certain small or medium-sized companies may prepare accounts for their members under the special provisions of sections 246 and 246A of the Companies Act 1985. In addition, they may prepare and deliver abbreviated accounts to the Registrar.

Certain small companies with a turnover of less than £5.6 million (£250,000 for companies that are charities) and assets of less than £2.8 million can claim exemption from audit

What is a small or medium-sized company?

Public companies and certain companies in the regulated sectors cannot qualify as small or medium-sized companies. Similarly, companies which are part of a group which has members who are public companies or companies in the regulated sector cannot qualify as small or medium-sized. For other companies, the size of the company (and in the case of a parent company the size of the group headed by it) in terms of its turnover, balance sheet total (meaning the total of the fixed and current assets) and average number of employees determines whether it is classed as small or medium-sized.

The exact conditions for qualifying as a small or medium-sized company are given below.

To be a small company, at least two of the following conditions must be met:
 

• annual turnover must be £5.6 million or less;
• the balance sheet total must be £2.8 million or less;
• the average number of employees must be 50 or fewer.

To be a medium-sized company, at least two of the following conditions must be met:

• annual turnover must be £22.8 million or less;
• the balance sheet total must be £11.4 or less;

the average number of employees must be 250 or fewer.
Small and medium sized companies – available exemptions

Small companies with a turn over of less then one million pounds (or two hundred and fifty thousand pounds if they are charities) and with assets of less then 1.4 million do not need to audit their accounts.

Public companies and some companies in specially regulated sectors can not qualify for these exemptions. With other companies it is the size of the company in turnover and/or balance sheet total, which determines its size. The average number of employees is also used to class companies.

Small Company

For a company to be defined as a small company it must meet at least two of the following criteria:

• An annual turnover of two million eight hundred thousand pounds of less
• A balance sheet total of one million four hundred thousand pounds or less.
• The average number of employees must be fifty or less

Medium Sized Company

A medium sized company must meet at least two of the following criteria:

• Annual turnover equal to or less then eleven million two hundred thousand pounds
• Balance sheet equal to or less then five million six hundred thousand pounds
• The average number of employees must be equal to or less then two hundred and fifty

A company may qualify as "small" or "medium size". If the company meets the conditions in either its first financial year or any subsequent financial year. The company ceases to be small or medium sized the exemption continues for one year after the conditions are not fulfilled. It will continue uninterrupted if during a second year it again complies with the relevant conditions.

Amended requirements for small and medium sized companies for submission to Companies House

A company may be able to lodge accounts with Companies House under the special provisions of Part Seven of Companies Act 1985 or it may deliver the abbreviated versions of the accounts.

For a small company abbreviated accounts must include an abbreviated balance sheet and notes and a special auditor's report.

For a medium sized company abbreviated accounts must include an abbreviated profit and loss account; a full balance sheet; a special auditor's report and notes to the accounts and the directors` report.

A special auditor's report needs to state that in the opinion of the auditor the company is entitled to rely on the provision in accordance with s.246(5)or( 6) or s.246 A(3) of the 1985 Act as may be appropriate. If the special provisions apply then the accounts must state this within them.

The balance sheet (and if appropriate, the directors` report) must contain a statement that the accounts are prepared in accordance with the special provisions in Part VII of the Companies Act 1985 relating to small or medium-sized companies, as the case may be

. What if the company would qualify as small or medium-sized, except that it is part of a group which has members who are public companies or companies in the regulated sectors?

For financial years beginning on or after 1 April 2005*, certain exemptions are available for small and medium-sized companies which fall into this category.

Small Companies may omit certain information from the directors` report prepared for its shareholders (that is, amount to be paid as dividend, business review, statement of market valise of fixed assets where substantially different from the balance sheet amount, miscellaneous disclosures and employee involvement) and the company need not deliver the directors` report to Companies House.

• Medium-sized companies may omit certain information from the business review in its directors` report (that is, analysis using key performance indicators so far as they relate to non-financial information).

(*After implementation, these provisions were subsequently back-dated to also apply to accounts covering a period beginning between 1 January 2005 and 1 April 2005 and ending on or after 1 October 2005).

Are there special rules for small and medium-sized groups?

Yes, a parent company need not prepare group accounts or send them to the Registrar if the group is small or medium-sized and none of its member companies is: a public company, a person who has permission under Part 4 of the Financial Services and Markets Act 2000 to carry on a regulated activity, or a person who carries on insurance market activity.

To qualify as small, a group of companies must meet at least two of the following conditions:

• aggregate turnover must be £5.6 million net (£6.72 million gross) or less;
• the aggregate balance sheet total must be £2.8 million net (£3.36 million gross) or less;
• the aggregate average number of employees must be 50 or fewer.

Please note: The above accounting exemption thresholds apply to financial years ending on or after 30 January 2004.For earlier financial years, to qualify as small, a group must meet at least two of the following conditions:

• aggregate turnover must be £2.8 million net (£3.36 million gross) or less;
• the aggregate balance sheet total must be £1.4 million net (or £1.68 million gross);

the aggregate average number of employees must be 50 or fewer.
To qualify as medium-sized, a group must satisfy at least two of the following conditions:

• its aggregate turnover must be £22.8 million net (£27.36 million gross) or less;
• the aggregate balance sheet total must be £11.4 million net (£13.68 million gross) or less;
• the aggregate average number of employees must be 250 or fewer.

Please note: The above accounting exemption thresholds apply to financial years ending on or after 30 January 2004. For earlier financial years, to qualify as medium-sized, a group must meet at least two of the following conditions:

• aggregate turnover must be £11.2 million net (or £13.44 million gross);
• the aggregate balance sheet total must be £5.6 million net (or £6.72 million gross);

the aggregate average number of employees must be 250 or fewer.
6. What if a small or medium-sized company is required to prepare group accounts?

A small parent company which has prepared individual accounts for its members using the special provisions of section 246(2) or (3) of the Companies Act 1985, may choose to prepare group accounts under the special provisions of section 248A. However, a small group cannot file abbreviated accounts at Companies House. Group accounts prepared under section 248A must contain a statement above the signature on the balance sheet, confirming that they are prepared in accordance with the special provisions of Part VII of the Companies Act 1985 relating to small companies.

If a medium-sized company decides to prepare group accounts, they must be full group accounts.
Very small company audit exemptions

What exemption is available?

There is total exemption from audit for certain small companies (including very small charitable companies) if they are eligible and wish to take advantage of it. Some charitable companies are exempt from audit but must provide an accountant's report on the accounts (partial exemption).

Which small companies qualify for audit exemption?
To qualify for total audit exemption, a company must
 

• qualify as small
• have a turnover of not more than £5.6 million; and

have a balance sheet total of not more than £2.8 million.
Please note: The above audit exemption thresholds apply to financial years ending after 30 March 2004. For earlier financial years, to qualify for total audit exemption, a company must:

• qualify as small;
• have a turnover of not more than £1 million; and

have a balance sheet total of not more than £1.4 million.
For a charitable company to qualify for total audit exemption it must qualify as small its gross income must not be more than £90,000 and its balance sheet total must not be more than £2.8 million (£1.4 million for financial years ended on or before 30 March 2004).

Charitable companies which qualify as small and have a gross income between £90,000 and £250,000 and a balance sheet total of no more than £1.4 million qualify for partial exemption.

Are all types of small companies eligible for the exemption?

No. Audited accounts must be delivered to Companies House if the company falls into any of the following categories:

(a) A parent company or subsidiary undertaking (unless dormant for the period during which it was a subsidiary) except where:

• the group qualifies as a small group or would qualify if all the bodies corporate in the group were companies; and
• the turnover for the whole group is not more than £5.6 million net or £6.72 million gross; and
• the group`s combined balance sheet total is not more than £2.8 million net (£3.36 million gross).

Please note: The above audit exemption thresholds apply to financial years ending after 30 March 2004. For earlier financial years, a parent company or subsidiary undertaking (unless dormant for the period during which it was a subsidiary) cannot qualify except where the group:

• qualifies as a small group or would qualify if all the bodies corporate in the group were companies ; and
• the turnover for the whole group is not more than £1 million net (or £1.2 million gross); and

the group’s combined balance sheet total is not more than £1.4 million net (or £1.68 million gross).
(b) A member of a group of companies in which any member is:

• a public company or body corporate which (not being a company) has power under its constitution to offer shares or debentures to the public;
• a person who has permission under Part 4 of the Financial Services and Markets Act 2000 to carry on a regulated activity;
• a person who carries on insurance market activity.

(c) A person who has permission under Part 4 of the Financial Services and Markets Act 2000 to carry on a regulated activity (other than an appointed representative whose scope of appointment is limited to activities that are not regulated activities – see below).

“Regulated activity” does not include:

• arranging regulated mortgage contracts;
• assisting administration and performance of a contract of insurance;
• advising on regulated mortgage contracts; or
• dealing as agent, arranging deals in investments or advising on investments- where the activity concerns relevant investments that are not contractually based investment

(d) A person who carries on insurance market activity.

(e) An appointed representative within the meaning of s.39 of the Financial Services and Markets Act 2000.

(f) A public limited company unless the company is dormant.

(g) A special register body or employers association under the Trade Union and Labour Relations (Consolidation)

Act 1992.

(h) A company where an audit is required by a member or members holding at least 10% of the nominal value of issued share capital or holding 10% of any class of shares; or - in the case of a company limited by guarantee - 10% of its members in number. The demand for the accounts to be audited should be in the form of written notice to the company, deposited at the registered office at least one month before the end of the financial year in question.
Some flat management companies may have to prepare audited accounts to comply with the terms of their lease. If in doubt, you should seek professional advice.
What does an audit-exempt company need to send to Companies House?

If the company qualifies, unaudited accounts may be delivered to the Registrar in the form of an abbreviated balance sheet and notes. The balance sheet must contain the following statements above the director's signature:

(a) For the year ended . . . (date) the company was entitled to exemption under section 249A(1) of the Companies Act 1985. (In the case of charitable companies which are claiming partial exemption, the reference will be to section 249A(2)).

(b) Members have not required the company to obtain an audit in accordance with section 249B(2) of the Companies Act 1985;

(c) The directors acknowledge their responsibility for:

i. ensuring the company keeps accounting records which comply with section 221; and

ii. preparing accounts which give a true and fair view of the state of affairs of the company as at the end of the financial year, and of its profit or loss for the financial year, in accordance with the requirements of section 226, and which otherwise comply with the requirements of the Companies Act relating to accounts, so far as applicable to the company.

(d) The accounts have been prepared in accordance with the special provisions in Part VII of the Companies Act 1985 relating to small companies.

If the company chooses, it may deliver the unabbreviated accounts prepared for its members. The same statements must appear on the unabbreviated balance sheet.

Community Interest Companies (CICs)
Please remember: CICs which are taking advantage of these exemptions must still prepare and deliver to Companies House a ‘community interest company report’ and a fee of £15.
My company is a charity claiming partial exemption, what must the accountant's report say?

The accountant's report must state that:

(a) the accounts of the company for the financial year in question are in agreement with the accounting records kept by the company under section 221 of the Companies Act 1985; and

(b) having regard only to, and on the basis of, the information in those accounting records, those accounts have been drawn up in a manner consistent with the provisions of the Act as specified in subsection (6) of section 249C, so far as applicable to the company;

(c) having regard only to, and on the basis of, the information in the accounting records, the company satisfied the requirements of section 249A(4), for the financial year in question, and did not fall within section 249B(1)(a) to (f) at any time within that financial year.

The report must show the name and signature of the reporting accountant.

Who can be a reporting accountant?

A reporting accountant is either:

• any member of a body listed below who, under the rules of that body, is entitled to engage in public practice, and who is eligible for appointment as a reporting accountant; or
• any person, (whether or not a member of any such body), who is eligible for appointment as a company auditor under the rules of that body.

The bodies referred to above are the:

(a) Institute of Chartered Accountants in England and Wales;
(b) Institute of Chartered Accountants of Scotland;
(c) Institute of Chartered Accountants in Ireland;
(d) Association of Chartered Certified Accountants;
(e) Association of Authorised Public Accountants;
(f) Association of Accounting Technicians;
(g) Association of International Accountants;
(h) Chartered Institute of Management Accountants;
(i) Institute of Chartered Secretaries and Administrators. (This new addition applies to financial years ending on or after 30 January 2004.)

An individual, body corporate or firm may be appointed as a reporting accountant. A partnership that is not a legal person may be appointed under section 26 of the Companies Act 1989.

The reporting accountant must be independent and meet the conditions set out in section 27 of the Companies Act 1989. This means, for example, that he or she cannot be an officer or employee of the company.

How long do I have to deliver accounts to Companies House?

The same time applies as for all other accounts. The same penalties are imposed for late filing.

Does an audit exempt company still have to send accounts to its members?

Yes. In accordance with the Companies Act 1985, members have a right to receive or demand copies of accounts and the related reports.

Possible drawbacks of unaudited accounts
Banks and credit managers rely on information available from Companies House to assess a company's creditworthiness and currently look for the reassurance of an independent audit. If it qualifies for audit exemption, a company will need to decide whether unaudited accounts are appropriate to its own circumstances.
Are annual accounts required if a company is not trading?

All limited companies, whether they trade or not, must deliver accounts to Companies House. However, a limited company may claim exemption from audit as a 'dormant company` if it has not traded during a financial year, and provided it meets certain other criteria.

Dormant companies do not need to appoint auditors and can deliver even simpler annual accounts to Companies House.

My company`s articles of association state that the company must have an auditor but otherwise we would be exempt. What can we do?

Companies may decide to revise their articles of association to ensure that these do not stop them taking advantage of the audit exemptions. Companies with articles based on the model articles at Table A of the Companies Act 1985 are unlikely to have such problems. However, the 1948 version of Table A (and other similar earlier provisions) imposes an obligation to appoint auditors. Companies with such articles may wish to take legal advice about possible changes.
Dormant Companies
A dormant company my claim exemptions form audit and only needs to prepare and deliver an abbreviated balance sheet together with notes to Companies House. They do not need to provide a profit and loss account or director's report in their submission to Companies House but a director's report must be provided to any share holders of the company.

A dormant company is defined as a company with no "significant accounting transactions" during any financial year. Certain categories of transactions may be disregarded if looking at a company accounting period ending after the 26th July 2000. However a banking company, and insurance company where people registered as unauthorised under the Financial Services Act 1996 may not take advantage of dormant company statutes.

When considering if a company is dormant you can disregard the following financial transactions:
 

• payment for shares taken by subscribers to the memorandum of association;
• fees paid to the Registrar of Companies for a change of company name, the re-registration of a company and filing annual returns; and
• payment made in respect of civil penalties imposed by the Registrar of Companies for delivering accounts to the Registrar after the statutory time allowed for filing.

A company may not take advantage of the dormant company audit exemption if it is:

• a person who has permission under Part 4 of the Financial Services and Markets Act 2000 to carry on a regulated activity;
• a person who carries on insurance market activity.

If the company has not been dormant since incorporation, but has become dormant, it may take advantage of the exemptions provided that:

• it has been dormant since the end of the previous financial year; and
• it does not have to prepare group accounts for that year; and
• it qualifies as a `small company` in relation to that year or would have qualified as small but for the fact that it is:
• a public company; or
• a member of a group of companies which included: a public company, a person who has permission under Part 4 of the Financial Services and Markets Act 2000 to carry on a regulated activity, or a person who carries on insurance market activity.

What information must dormant accounts contain?

Dormant accounts filed at Companies House need not include a profit-and-loss account or directors` report.

Unaudited dormant accounts are much simpler than those of a trading company but must show:

• an abbreviated balance sheet containing statements above the director`s signature to the effect that the company was dormant throughout the accounting period.
• any previous year`s figures for comparison - even though there are no items of income or expenditure for the current year;
• certain notes to the balance sheet

Community Interest Companies (CICs)
Please remember: CICs which are taking advantage of these exemptions must still prepare and deliver to Companies House a ‘community interest company report’ and a fee of £15.
What statements are needed on the balance sheet?
The following statements must appear above the director's signature:

(a) For the year ended . . . (date) the company was entitled to exemption under section 249AA(1) of the Companies Act 1985.

(b) Members have not required the company to obtain an audit in accordance with section 249B(2) of the Companies Act 1985.

(c) The directors acknowledge their responsibility for:

• ensuring the company keeps accounting records which comply with section 221; and
• preparing accounts which give a true and fair view of the state of affairs of the company as at the end of the financial year, and of its profit or loss for the financial year, in accordance with the requirements of section 226, and which otherwise comply with the requirements of the Companies Act relating to accounts, so far as applicable to the company.

If the company chooses, it may deliver the un-abbreviated accounts prepared for its members. The same statements must appear on the un-abbreviated balance sheet.

Can I obtain a standard form for dormant accounts from Companies House?

Yes, although you do not have to use it. Form DCA, available from Companies House, is for dormant companies that have not traded since incorporation. This form is unsuitable for companies that became dormant after trading. However, model balance sheets and notes for all types of dormant companies.

How long do I have to deliver dormant accounts to Companies House?

The same time applies as for all other accounts. The same penalties are imposed for late filing.

What happens if my company starts trading again?

Any company will cease to be exempt from audit as a dormant company if it:

• begins commercial or trading activities during the financial period; or
• would no longer qualify for some other reason.

If either of these happened, full accounts would be required for the financial year in which the company ceased to be exempt, and the directors might need to appoint auditors for the company. It may be that the company would qualify for exemptions as a medium-sized or small company.

Model balance sheets to be delivered to the Registrar of Companies by dormant companies

The formats on the following pages provide a guide to the information you need to include (unless the company has opted to prepare accounts in accordance with international accounting standards for financial years beginning on or after 1 January 2005). These formats are designed to reflect all possible assets and liabilities that a company may have but you only need to include a particular heading if there is an amount other than nil to be shown.
These model balance sheets are for illustration only, they should not be reproduced and used for submission to Companies House

If the company has traded in a previous financial year, bear in mind that your previous year's balance sheet will show the company's financial position as it was then. If there have been no accounting transactions since, you could just be carrying forward the figures from last year.
There are two formats - marked A and B - either of which may be followed. The content of the two formats is identical; they simply present the balance sheet headings in a different order.

The balance sheet must balance:

• In format A, net assets must equate to the aggregate of capital and reserves.
• In format B, assets must equate to liabilities (including capital and reserves as balancing items).

Each entry must be an amount in figures (not words) or '0.00'. Companies House will not accept any document which shows 'Nil` where a figure should appear.

Each column of figures must be headed with the date on which the current and previous financial year ended.

For both formats, the matters to be included in the notes to the balance sheet, if applicable, can be found at the end of each example below.

Notes to the dormant company balance sheet

The following must be given as notes to the balance sheet:

• accounting policies, including those relating to depreciation and diminution in value of assets;
• authorised share capital;
• if shares of more than one class have been allotted, the number and aggregate nominal value of shares of each class allotted;
• information relating to any redeemable shares allotted;
• information relating to any shares which have been allotted during the financial year;
• information about fixed assets;
• details of indebtedness;
• basis on which sums originally in a foreign currency have been translated into sterling;
• in respect to every item above (other than fixed assets) the corresponding amounts for the previous year;
• details of any subsidiary undertakings and of shares held in them, and why group accounts are not required;
• where the company has acted as an agent for any person, the fact that it has so acted;
• information about financial fixed assets that could have been included at fair value but which have been included in the accounts in excess of their fair value, and where no provision has been made for their diminution in value (applies to financial years beginning on or after 1 January 2005).

In addition, the following information may have to be given about the subsidiary undertakings:

• details of any undertakings in which the company has a 'significant holding', for example, the name and address of the business;
• the name of the company`s ultimate parent company, and (if known) its country of incorporation;
• the names of certain intermediate parent companies, and their countries of incorporation or (if not incorporated) the addresses of their principal places of business;
• details of certain loans, guarantees and other such dealings made by the company in favour of directors and others.

Partnership accounts
The Partnerships and Unlimited Companies (Accounts) Regulations 1993 require companies which are members of `qualifying partnerships` to prepare and attach accounts of the partnership to their own accounts.

What is a qualifying partnership?

A qualifying partnership is a partnership that is governed by the laws of any part of Great Britain if each of the members is:

(i) a limited company; or

(ii) an unlimited company or a Scottish firm, each of whose members is a limited company.

Note
(a) Any reference to a qualifying partnership in relation to a limited partnership is a reference to the general partners only.

(b) Any reference to a limited company, an unlimited company, a Scottish firm or another partnership includes any comparable undertaking formed under the laws of another state.
The partnership regulations will apply to most limited partnerships that have limited companies as their general partners and are registered under the Limited Partnerships Act 1907, as these partnerships must have their principal place of business in Great Britain on registration
 
What accounts must the partnership prepare?

The partnership must prepare and have audited accounts as if it were a company formed under the Companies Act 1985 so as to conform to Part VII of that Act. The Act has been amended to take account of the circumstances of qualifying partnerships. However, the partnership may take advantage of regulation 7, which permits the accounts to be dealt with on a consolidated basis as group accounts prepared by either:

• a member of the partnership which is established under the law of a member state of the European Economic Area (EEA); or
• a parent undertaking of such a member.

In these cases, the accounts must be prepared on a consolidated basis under the law of the member state in accordance with the Seventh Company Law Directive. A note must be included to say that the accounts have been prepared to take advantage of this regulation.

For what period must the partnership accounts be prepared?

The accounts may cover any period up to 18 months which may be specified in the partnership agreement. If a period is not specified in the agreement, the partnership accounts must be drawn up for each 12-month period ending on 31 March in each year.

When must the accounts be prepared?

The partnership accounts must be prepared within a period of 10 months after the end of the financial year.

When must the accounts be delivered or published? When partnership accounts are prepared, they must be attached to the next accounts of each partner that is a limited company and delivered to Companies House. A limited company that is a member of a qualifying partnership must supply to any person on request:

• the name of each partner required to deliver copies of the partnership accounts to the Registrar; and
• the name of each partner incorporated in another EEA member state who is required to publish the partnership accounts in that state.

When a qualifying partnership has its head office in Great Britain and each of the partners is:

• an undertaking comparable to a limited company incorporated outside the United Kingdom or other EEA state; or
• an undertaking comparable to an unlimited company or partnership formed under the law of such a country with each of its members a limited or comparable undertaking; then

the partnership must:

(a) make the latest accounts of the partnership available for inspection by any person, without charge, during business hours at the head office of the partnership, together with a certified translation, if the original is not in English; and

each member of the partnership must:

(b) supply to any person on request a copy of the latest accounts of the partnership (together with a translation if the original is not in English). A fee may be charged to cover the administrative cost of supplying the copy, but no more.

Are there any exemptions from the publication rules?

The members of a qualifying partnership may be exempted from the above publication rules if the partnership accounts are consolidated as group accounts prepared by:

• a member of the partnership formed under the law of a member state; or
• a parent undertaking of such a member so established.
• In this case the consolidated accounts must be prepared and audited under the law of the member state, and the notes to the accounts must show

 

 

TAX FACTS 2009/2010
Income Tax Rates

Rate on taxable income		Band, £(GBP)	Rate,%
Starting savings income		0 - £2,440	10*
Basic rate		0 - £37,400	20
Income Tax Rates Rate on taxable income Band, £(GBP) Rate,% Starting savings income   0 - £2,440   10* Basic rate   0 - £37,400   20 Higher rate   Over £37,400   40 * There is a 10p starting rate for savings income only. If an individual's non savings taxable income exceeds the starting rate limit, the 10p starting rate for savings will not be available for savings income.
Allowances and Reliefs   £ (GBP) Personal allowance (under 65 age) 6,475 Age allowance Personal aged 65-74 9,490 aged 75 and over 9,640 Married couple's allowance aged 65-74 6,535* aged 75 and over 6,965* Income Limit aged 65-75 22,900 aged 75 and over 22,900 *Relief restricted to 10%. One spouse must be 70 or more.
Corporation Tax Taxable profit £ (GBP)s 1 - 300,000 21% 300,001 - 1,500,000 Marginal rate applies with the relief fraction of 7/400 Over 1,500,001 28%
Capital Allowances     Annual investment allowance on new purchase of plant and machinery £50,000 New purchase plant & machinery over £ 50,000 40% Investment in green technologies—revision expected in 2009 prior to summer 100%     Writing-down allowances % Equipment 10 p.a. Long Life plant & machinery 10 p.a. Plant and machinery for overseas leasing — Other plant and machinery 20 p.a. Industrial/agricultural buildings, hotels & sports pavilions 2 p.a.
Capital Gains Tax Rates (Standard)  18% Rate (UK trusts)  18% Entrepreneurs’ relief – effective rate 10% Individual annual exemption  £10,100 Trusts annual exemption  £5,050 Chattels Exemption:   Proceeds per item or set £6,000 Marginal relief 5/3 excess over 6,000 Capital gains taper relief (abolished for disposals after 5 April 2008. Entrepreneurs' relief is available on disposal or part or all of the business, or where profit made on disposal of assets following the business cessation or gains by individuals who were running the business. First £1 million of gains would be charged to CGT at effective rate of 10%. Gains in excess will be charged at normal rate of 18%. An individual can claim for relief on more times than one up to the life time and the value of such relief should be equal to 1 million in total.
Car Benefits Petrol and diesel cars with approved CO2 emissions registered after 31 December 1997  CO2 emissions (gms/km)  Petrol %  Diesel % 120 or lower  10 13 121 to 139 15 18 140 to 144 16 19 145 to149 17 20 Tax charge increases by 1% per each additional 5 gms/km until:  215 31 34 220 32 35 225 33 35 230 34 35 235 or over 35 35       Car Fuel benefits (not electric cars)       Same % used to calculated the car benefits  £(GBP) 16.900        Approved mileage rates (employee’s own vehicle)      Rate per mile      Car or van: First 10.000 miles  40p Car or van: over 10.000 miles  25p Motorcycle  24p Bicycles  20p Additional passenger payment  5p
Enterprise investment scheme (EIS) Qualifying investments of up to £ 500,000 Income tax relief 20% Capital gains tax of EIS shares  after three years Nil  Capital gains deferral by EIS investment Unlimited
Venture capital trusts (VCTs) Investment qualifying for income tax relief £ 200.000 Income tax relief provided share held for at least five years or three years in case share are issued earlier than 06 April 2006 30%  Tax on dividends Nil  Capital gain tax on VCT shares Nil  Capital gains tax relief on losses Nil Capital gains deferral by VCT investment Nil
Individual Savings Accounts (ISAs) Maximum annual contributions – up to £ 7,200 in total, but invest no more than £ 3.600 in cash If up to 50 Max annual contributions –up to £10,200 in total, but invest no more than £5,100 For 50 and over *50 and over applies on or after 06 April 2009
VAT Standard Rate 15% Annual Turnover Limits (from 1 May 2009 to 31st December 2009)   Registration £ 68,000 Deregistration £ 66,000
National Insurance Contributions Weekly earnings £(GBP) Not contracted out Contracted out    Class I (employment) Employee’s rate First 95 Nil Nil    96 to 110 Nil Nil    111 to 844 11% 9.4%   Earnings over 844  1% 1%   Employer’s rates     Contracted out salary related schemes  Contracted out money purchase schemes  First 95 Nil Nil Nil 96 to 110 Nil Nil Nil Employers’ Secondary Class 1 rate above secondary threshold (110) 12.8%  9.1%  11.4%
National Minimum Wage   From October 2008 Workers per hour   22 years + £ (GBP)5.73   18-21 years £ (GBP)4.77   16-17 years £ (GBP)3.53
Personal Pensions  No limit is given to the amount that can be contributed to registered pension scheme. Maximum amount on which individual can claim relief in any tax year is greater of his UK earnings or £3,600. In case total pension input increases the annual allowance of £245,000 then a tax charge at 40% on excess will be applicable. In the year of full pension benefit, this limit will not apply. Maximum age for tax relief 74 Minimum age for taking benefits 50   Lifetime allowance charge:     On Lump sum paid 55%   On monies retained 25%   If cumulative benefits exceeding £1,800,000*   Maximum tax free lump sum 25%*   *Subject to excess amount in the transitional protection
Stamp Duty Intellectual property   Nil Goodwill Nil   Chattels Nil   Shares and securities 0.5%   Land, and lease premiums £ (GBP)3.40   Residential      £175,000 or less  Nil   £175,001-250,000  1%   £250,001-500,000  3%   Over £500,000  4%   Non-residential or mixed      £175,000 or less  Nil   £175,001 – 250,000  1%   £250,001-500,000  3%   Over £500,000  4%

The role of Directors and Secretaries
This note is a snapshot guide and should be read in conjunction with the relevant legalisation or subject to professional advice
 
Limited Companies
A limited company is in law a separate entity that is regarded as a legal person in its own right. A company can enter into agreements, purchase property and is separate in law from the people who run it.

Directors of the company will have limited liability if the company fails. This means that if the company goes into liquidation the owners of the company (the shareholders) will only be required to pay the debts they have agreed to pay.

A limited company may be established through our own firm either providing a name off the shelf or a name you choose yourself subject to that name not already being used by another company. Further, there are dangers in using a name too similar to another "companies name" if there could be a danger of you being regarded as trading off the other "company reputation".

If a company is no longer required it can go into voluntary liquidation or an application can be made for it to be struck off the register.
The company director.
Within reason any person may become a company director. There are four major restrictions:

• The person must not have been disqualified by a court from acting as a company director
• The person must not be an undischarged bankrupt.
  (both 1 and 2 may be overridden with leave of the court)
• If the company is a plc anybody over the age of 70 may be a director unless formally approved in general meeting.
• A person must be mentally cometent and of sufficient age to understand and obligations and responsibilities being entered into.

Every company director is personally responsible to ensure that certain statutory documents are sent to the Registrar of Companies at Companies House when they are required to do so. There are certain prime requirements which include:

• accounts must be submitted for limited companies.
• an annual return form must be submitted
• if directors or secretaries or their particulars change Companies House must be notified
• if the registered office changes Companies House must also be notified.

Failure to file annual returns or accounts is regarded as a criminal offence. Any director found to be responsible could be liable to a fine of up to £5,000 for each offence and will have a criminal record.

Alternatively, if the Registrar of Companies believes the company is no longer working or operating it could be struck off the register and dissolved. If this happens any assets of the company, including bank accounts or property would become the property of the Crown.

Prosecutions do occur and it is important that statutory requirements are complied with.

If accounts are delivered late there will automatically be a late filing penalty imposed by Companies House. There may be further fines imposed by a court. Automatic fines range from Ј100 to Ј1,000 for a limited company and Ј500 to Ј5,000 for a public limited company (plc). You usually have 10 months from the accounting reference date to submit accounts if you are a limited company or 7 months if you are a plc.

It is important to remember that your professional advisers ie. accountants, may be instructed to prepare accounts for you and return them. However, the responsibility and liability remains with the Directors. It is therefore the Directors' responsibility to ensure that all the necessary information to prepare accounts and when required to get them audited is provided to the accountant in sufficient time. If there are worries about the time period accountants or other financial advisers should be chased. It is not an accountant's responsibility to file accounts. It is the responsibility of the directors.

If accounts are delivered late

As a director of a private limited company, you normally have a maximum of 10 months from the accounting reference date in which to deliver your company's accounts to the Registrar. The accounting reference date is the date to which your accounts must be prepared.
As a director of a public limited company, you normally have a maximum of 7 months from the accounting reference date in which to deliver your company's accounts to the Registrar.

Important if your company's first accounts cover a period of more than 12 months, they must reach Companies House within 22 months of the date of incorporation for private companies and 19 months for public companies.
If accounts are received late, the company will automatically be charged a 'late filing penalty'. The late filing penalty will be calculated according to the following scale:

 

 

 

Length of delay	Private  company	Public  company
3 months or less	£ 100	£ 500
3 months one day to 6 months	£ 250	£1000
6 months one day to 12 months	£ 500	£2000
More than 12 months	£1000	£5000

The company secretary
Section 283(1) of the Companies Act states that every company must have a secretary. A company may only have one director but it must also have a secretary. There will therefore always be two officers of a company.

The secretary of a private limited company needs no formal qualifications. However, a secretary of a public limited company must be qualified or have the proper knowledge and experience to carry out the functions of a company secretary. Section 286 of the Act (qualifications of company secretaries) says that the directors of a public limited company must make sure, as far as reasonably possible, that the secretary, or each joint secretary, is a person who appears to them to have the proper knowledge and experience to carry out the functions of company secretary. In addition, the secretary must also be a person who:

• 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 Chartered Association of Certified Accountants;
  the Institute of Chartered Secretaries and Administrators;
  the Chartered Institute of Management Accountants;
  the Chartered Institute of Public Finance and Accounting; or
• held the office of secretary (or assistant or deputy secretary) of the company on 22 December 1980; or
• held the office of company secretary of a company (except a private company) for at least 3 out of the 5 years immediately before his or her appointment as secretary; or
• is a barrister, advocate or solicitor called or admitted in any part of the UK; or
• is a person who appears to the directors to be capable of carrying out the functions of company secretary, because he or she holds, or has held, any other similar position or is a member of any other body.

Special duties

As the secretary is an officer of the company under section 744 of the Act, they may be criminally liable for defaults committed by the company. For example failure to file - in the time allowed - any change in the details of the company's directors and secretary, and the company's annual return.

The secretary may also have to make out a statement of the company's affairs if an administrative receiver or a provisional liquidator is appointed, or if a winding-up order is made. (Sections 47 (Section 66 for Scotland) and 131 of the Insolvency Act 1986.)

Other duties

The company secretary usually undertakes the following duties:
(a) Maintaining the statutory registers. These are:

• the register of members (section 352);
• the register of directors and secretaries (section 288);
• the register of directors' interests (section 325);
• the register of charges (section 407 or 422 for Scottish companies); and
• for public companies only, the register of interests in shares (section 211).

(b) Ensuring that statutory forms are filed promptly. You cannot simply send a letter to notify the Registrar that you wish to change the situation of the company's registered office or that changes have occurred among directors or secretaries or their particulars. You should normally use forms 287 and 288a, b or c as appropriate. You may also use the annual return Form 363s in some circumstances if the return is due at the convenient time. Changes of directors' and secretaries' details must be notified within 14 days. There are many other forms that need to be delivered to the Registrar.
(c) Providing members and auditors with notice of meetings. You must give them 21 days written notice of an annual general meeting. You must give them 14 days written notice of a meeting which is neither an annual general meeting or a meeting to pass a special resolution. If you are the secretary of an unlimited company, the written notice required is 7 days.

(d) Sending the Registrar copies of resolutions and agreements. You must send the Registrar copies of every resolution or agreement to which section 380 applies, for example special and extraordinary resolutions, within 15 days of them being passed.

(e) Supplying a copy of the accounts to every member of the company, every debenture holder and every person who is entitled to receive notice of general meetings - also copies demanded by anyone under section 239 of the Act. You must send accounts at least 21 days before a meeting at which they are to be laid - see section 238 of the Act.

(f) Keeping, or arranging for the keeping, of minutes of directors' meetings and general meetings.

(g) Ensuring that people entitled to do so can inspect company records. For example, members of the company and members of the public are entitled to a copy of the company's register of members, and members of the company are entitled to inspect the minutes of its general meetings and to have copies of these minutes.

(h) Custody and use of the company seal. Companies no longer need to have a company seal, but if they do, the secretary is usually responsible for its custody and use. (Company seals can be bought from legal stationers and company formation agents.)

Does a company secretary have any powers?

No, but the Act allows them to sign the following re-registration applications:

• the re-registration of a limited company as unlimited - section 49(4) of the Act;
• the re-registration of an unlimited company as limited - section 51(4);
• the re-registration of a public company as a private company - section 53(1)(b); and
• the re-registration of a private company as a public company - section 43(3).

The secretary is also allowed to sign most of the forms prescribed under the Act.

Does a company secretary have any powers?

No, but the Act allows them to sign the following re-registration applications:

• the re-registration of a limited company as unlimited - section 49(4) of the Act;
• the re-registration of an unlimited company as limited - section 51(4);
• the re-registration of a public company as a private company - section 53(1)(b); and
• the re-registration of a private company as a public company - section 43(3).

The secretary is also allowed to sign most of the forms prescribed under the Act.
What rights does a company secretary have?

They depend on the terms of his or her contract with the company. The secretary has no special rights under the Act.
What forms are required during the operation of a company?
There are numerous forms which may require to be filed at Companies House but the principal ones include the following:

• Accounts

All limited companies, whether trading or not, must keep accounting records and file accounts for each accounting period with the Registrar. There are various exemptions that may be claimed but in general accounts must include the following:

•  
• Directors report signed by a director or company secretary
• A balance sheet signed by a director
• A profit and loss account
• An auditors report signed by the auditor
• Notes to the accounts
• Group accounts if applicable

Directors are personally responsible to ensure accounts are prepared and delivered to Companies House. Failure to do so may result in a criminal conviction.

• Annual Returns

An annual return is a form showing at the date it is prepared who the directors are, who is the secretary, location of the registered office, the identity of shareholders and the total share capital. These are sent out in a pre-prepared form which needs to be checked carefully before being returned.

• Registered Office

Every company must have a registered office address. It is the legal home of the company to which any official notices, court papers, documents or other papers will be sent. It must be a physical location and not simply a post office box. People need to be able to deliver documents there by hand on occasions and may have the right to inspect the company's records.
Change of accounting reference date - Form 225

Every company has an accounting reference date, which is the date to which the company's accounts are prepared each year. This date can be changed using Form 225.

Change of directors and secretary and their details - Forms 288

There are three types of Form 288.

• Form 288(a) is used for the appointment of an officer.
• Form 288(b) is used for an officer ceasing to act (resignation, removal, death etc).
• Form 288(c) is used for a change in details of an officer, for example, a change of name or new residential address.

All changes to directors' and secretary's details must be sent to the Registrar within 14 days of the change

Allotments of shares - Form 88(2)

This form should be sent to Companies House within one month of the shares being allotted.

Resolutions
Copies of any special or extraordinary resolutions and certain types of ordinary resolutions, need to be sent to Companies House within 15 days of them being passed by the company. When a resolution alters the memorandum or articles of a company, a copy of the amended document must also be sent in at the same time as the resolution .

Mortgages and charges

Details of any mortgage or charge created by the company must be sent to Companies House within 21 days.
Quality of documents

What happens to documents sent to Companies House?

The documents and forms you deliver to Companies House are scanned to produce an electronic image. The original documents are then stored, and the electronic image is used as the working document.

When your business contacts view the company record, they see the electronic image reproduced on-line. So it is important not only that the original is legible, but that it can also produce a clear copy.

This is a few quality guidelines to follow when preparing a document for filing at Companies House.

What happens if my documents do not meet the guidelines?

Section 706 of the Act allows Companies House to reject documents that cannot be captured electronically, giving a notice saying why they are unacceptable. An acceptable copy must be delivered within 14 days of the notice (otherwise we treat the original as not having been delivered).

How should documents be set out?

Every document delivered to the Registrar must state in a prominent position the registered number of the company, and must comply with any requirements specified by the Registrar relating to the legibility of that document.

Briefly, documents should be on A4 size, plain white paper between 80gsm and 100gsm in weight with a matt finish. Text should be black, clear, legible, and of uniform density. Letters and numbers must not be less that 1.8mm high, with a line width of not less than 0.25mm.
 

When you fill in a form:

• use black ink or black type;
• use bold lettering (some elegant thin typefaces and pens give poor quality copies);
• don't send a carbon copy;
• don't use a dot matrix printer; and
• remember - photocopies can result in a grey shade that will not scan well.

When you complete other documents, please remember:

• the points already made relating to completing forms;
• to use A4 size paper with a good margin;
• to supply them in portrait format (that is with the shorter edge across the top);
• to include the company number in the top right-hand corner of the first page.

 
Important: coloured ink can drop out (disappear) when a document is scanned to produce an image. To prevent this - always use black ink to complete and sign all documents.

What are the most common problems to avoid?

Glossy accounts
If you are producing colour-printed glossy accounts, please save them for your shareholders and others who will appreciate them. We still need black on white with a matt finish. A typed unbound version or printer's proof is ideal, provided it has the necessary signatures.

Members lists
Our requirements on document quality apply equally to the lists of shareholders that accompany annual returns and allotment forms.

If these are computer prints, it is essential that the print quality is good. We have particular problems with lists printed on green-lined computer paper. We can handle members lists on paper up to 14.5" x 12".

We will accept documents delivered on certain types of computer-generated microfiche (comfiche) on a black master - as an alternative to paper - provided we can duplicate them on our diazo machines.

We may also be able to accept magnetic tape for very large listings.
Oversea companies
1. Do I have to register my company?
The fact that an oversea company is carrying on business in Great Britain does not automatically mean that the company has to register. However, the Companies Act 1985 requires every oversea company which establishes some type of place of business in Great Britain to deliver certain documents to Companies House.
2. What is a place of business?
A place of business is a premises where there is a physical or visible indication that the company may be contacted there. An oversea company also has to register if it habitually conducts business from a particular location in Great Britain even if there is no physical sign of the company's connection with it.
3. What companies do not have to register?
Registration is not required if there is no physical location in Great Britain. For example, an independent agent who conducts business on behalf of the company is not a place of business of an oversea company; neither is an occasional location such as a hotel where a director may conduct business during periodic visits to this country. Other types of commercial enterprises (for instance partnerships, limited partnerships, unincorporated bodies or government agencies) cannot register in Great Britain as an oversea company
4. What different regimes are there for registration?
There are two regimes for registration in Great Britain. These are:
·  a branch; and
·  a place of business.
A 'branch' is part of an oversea limited company organised to conduct business through local representatives in Great Britain rather than referring it abroad.
 
A 'place of business' is for companies who cannot register as a branch because:
·  they are from within the UK (Northern Ireland or Gibraltar); or
·  they are not limited companies; or
·  their activities in Great Britain are not sufficient to define it as a branch. Such activities might include internal computer processing, warehousing, or simply a representative office.
5. What financial information must be sent to Companies House by oversea companies registered in Great Britain?
Branches of oversea companies whose parent law requires the publication of accounts which have been audited must deliver a copy of those accounts within three months of public disclosure. This applies to all companies from European Economic Area (EEA) member States even where a company is categorised as 'small' and allowed to deliver modified accounts, even to the extent of them being unaudited.
All:
·  places of business and
·  branches of oversea companies whose parent law does not require the publication of audited accounts
- must, within 13 months of a company's accounting reference date (see question 7), deliver accounts to Companies House that comply with section 700 of the Companies Act 1985 (as amended by Statutory Instrument 1990 No. 440). Such accounts are known as 'Section 700 Accounts' and must relate to the company and not solely of the place to business or branch.
 
An annual document-processing fee of £30 should be sent with each set of accounts. Cheques should be made payable to Companies House.
Note: All oversea companies must deliver accounts - there are no exceptions. The accounts must relate to the company as a whole and not just that part of the company that operates in Great Britain
6. What information should 'section 700 accounts' contain?
A company subject to section 700 of the Companies Act 1985 (see question 5) is required to prepare accounts consisting of, as a minimum, a balance sheet and profit and loss account, with a minimum of notes. No directors' or auditors' report is required, neither are details of directors' emoluments or pension contributions (which are excluded by virtue of the dis-application of section 232 and schedule 6 of the Companies Act 1985 by virtue of the schedule to SI 1990/440).
7. What is an accounting reference date, and how is it fixed?
The accounting reference date of a company is the date in each year to which the accounts are to be made up. For a new registration of a place of business or branch subject to 'Section 700 Accounts' (see questions 5 and 6) the accounting reference date is set with reference to the date of its establishment in Great Britain.
For companies established on or after 1 April 1996, the accounting reference date is initially set as the last day in the month in which the first anniversary of the date of establishment occurs. Slightly different rules apply to companies established before 1 April 1996.
Accounting reference dates can be changed.
8. What period should 'section 700 accounts' cover? The first accounting reference period (see question 7) of an oversea company must run from the date of its establishment in the UK and not the first day of trading if this is different. The first accounting reference period ends on the first occurrence of the accounting reference date. However accounts may be made up to a date within seven days either side of that date if this is more convenient. Subsequent accounting reference periods run from the day after the end of the previous accounting reference period until the next anniversary of the accounting reference date or to a date within seven days of it.
9. Are there special accounting rules for credit and financial institutions?
Although the rules that govern the filing requirements for credit and financial institutions derive from different law, in practice the requirements are similar to those for oversea companies. Only in some very rare circumstances will company accounting disclosure requirements be different under the Bank Branches Directive.
Certain credit institutions may not be companies and cannot therefore register a branch in Great Britain under British company law. However, branches of such institutions must still deliver copies of their accounts to Companies House.
An institution which is required by its parent law to prepare, but not register, audited accounts, need not deliver copies of its accounts to Companies House provided that:
·  they are made available for inspection at each branch in Great Britain; and
·  copies are available on request at a cost not exceeding the cost of supplying them.
Concessions on the fling of unaudited accounts and on the acceptance of consolidated accounts do not apply to credit and financial institutions because these concessions are not available in the Bank Accounts Directive.
 
10 What is a credit institution?
A ‘credit institution’ is defined as an undertaking whose business is to receive deposits or other repayable funds from the public and to grant credits for its own account. It can be a company but may be some other form of entity.
11 What is a financial institution?
‘Financial institution’ is given meaning in the Companies Act 1985 (as amended) by reference to Article 1 of the Bank Branches Directive (89/117/EEC). This Article does not provide a definition itself but instead refers to other directives. Our interpretation is that a financial institution must:
(a) be a limited company; and
(b) if incorporated in a Member state, be required to file in its home state accounts under the relevant national legislation implementing the Bank Accounts Directive (86/635/EEC) rather than the fourth Directive (78/660/EEC); or
(c) if incorporated outside the EEA, and not being a credit institution, undertake one or more of these activities:
·  ancillary banking services (defined as ‘an undertaking the principal activity of which consists of owning and managing property, managing data processing services or other similar activity which is ancillary to the principal activity of one or more credit institutions’);
·  lending (including, among other things, mortgage credit, factoring with or without recourse, financing of commercial transactions such as forfeiting);
·  financial leasing;
·  money transmission services;
·  issuing and administering means of payment (eg credit cards, travellers’ cheques and bankers’ drafts);
·  guarantees and commitments.
·  trading for own account of for account of customers in:

• money market instruments (cheques, bills, CD’s, etc);
• foreign exchange;
• financial futures and options;
• exchange and interest rate instruments;
• transferable securities;
• participation in securities issues and the provisions of services related to such issues;
• advice to undertakings on capital structure, industrial strategy and related questions and advice and services relating to mergers and the purchase of undertakings;
• money broking;

 
·  portfolio management and advice;
·  safekeeping and administration of securities.
12. What details need to be shown on company stationery and displayed?
 
A oversea company must exhibit at every place where it carries on business in Great Britain the company’s name and the country in which it is incorporated.
A company which registers a place of business must state on all letter paper, bill heads, invoices and other official publications of the company:
·  the company's name and country of incorporation; and
·  that the liability of the members is limited, if this is the case.

A company which registers a branch must, in addition to the above, show on all letter paper and order forms used for the business of the branch:
·  the place of registration and registration number of the branch.
Additionally, every company which registers a branch and is from outside the EEA, must also show:
·  the identity of the registry and, if applicable, the registration number in its parent state;
·  the legal form of the company;
·  the location of its head office; and
·  if applicable, that fact that the company is being wound up.

13. What if my activities in Great Britain increase or decrease?
If the activities of a limited company that registers a place of business change to the extent that it now qualifies as a branch, it must register as such by delivering a completed Form BR1 to Companies House with the registration fee. In such cases, if the information previously filed at Companies House is up to date, copies of the constitutional documents and directors' details are not required.
 
Similarly, if a branch of an oversea company changes to the extent that it only qualifies as a place of business then it must re-register as such by delivering a completed Form 691 together with the registration fee. If the information previously filed at Companies House is up to date, copies of the constitutional documents and directors' details are not required.
On conversion of a branch to a place of business, any establishment in another part of the United Kingdom, for example, Northern Ireland, included under the original branch registration must be registered as a place of business.
On conversion of a place of business to a branch, any registered place of business in another part of the United Kingdom must either terminate its registration by having its public file ‘closed’, or it must be re-registered as a branch. A company cannot have both a place of business registration and a branch registration in the UK at the same time. A branch registration will take precedence over a place of business registration(s).
14. What if my company ends its activities in Great Britain?
If a company closes a place of business or a branch in Great Britain, it must give notice to this effect by delivering a letter signed by an officer or authorised person of the company to Companies House. All obligations of the company to deliver documents to Companies House cease from the date of receipt of the notice.
If a company closes its only branch in Great Britain then the company’s public file will be 'closed'. If it is not the only branch, but was originally the principal branch, then Form BR7 must be delivered to notify Companies House of the branch at which the constitutional documents are kept.

 

We offer a complete package of services for business to provide your commercial presence in the UK. Please choose the services from the list below. All prices are in GBP and do not include VAT 15% and TNT postage if necessary. 
Please pay special attention to our packages that allow you do business in the UK and in Moscow with no rent charges:
Platinum package - the complete package of services that you may need for the establishment and maintenance of a UK company
Premium Office package London or Premium Office package Moscow
You may also find useful other business services we provide:
The registration of a UK company
Address in London
Fax and telephone number in London
Opening a bank account in any of the leading UK banks
Escrow accounts
Accountancy, consulting and legal services
Investigation of financial status
Trade marks registration
Buying a business
The registration of companies - Standard Office Package
Registration of a UK company (private and public limited) can take up to 5 working days. Our standard package will include a Company Secretary, Registered Office Address, Certificate of Incorporation and Memorandum and Articles of Association. Our Price: £225.
Fast Track registration providing the standard services above within 24 hrs. Our price: £300.
Limited Liability Partnership. The LLP can provide the organisation and flexibility of a partnership to what is in effect a legal business entity with limited liability. Our price: £300.
Original documentation will be sent to the client or they may be retained at the company secretary`s office. An Apostil of documents stamped by the Foreign and Commonwealth Office may also be provided at extra cost – approximately £170 per company document
Ink seal – £40.00
Annual costs for the Registered Office and Company Secretary – from £215.00 ("dormant" company).
Address in London

• Provision of a mailing address in London – £150.00 for one year.

Forwarding of letters – charges only for the cost of postage plus 10% for our service (invoiced monthly)

Provision of a fax and telephone number

• One telephone/fax line - £20.00 per month
• Sending a fax:
• a scanned page is being sent by e-mail - £1.00 per page
• sending by fax – payment of the call charge (BT or other provider) with 17,5 % tax plus 10 % for our service.
• Automatic redirection of telephone calls from a London number to a Russian subscriber – single payment £500.00 plus payment of theBT bills (with 17,5% VAT where applicable) plus 10% for the service.

These services are offered for a minimum 3 month period
"Premium" Office Package - £150.00 per month (available in London)

• Office address.
• Secretarial assistance - Russian- English or other languages by agreement
• Two telephone lines (telephone and fax). We charge on the cost of the telephone companies only
• No charge for the secretary passing on the contents of a of telephone call or sending a fax page by e-mail.
• Provision to a company representative of office facilities while in London or in Moscow including office equipment and internet access
• Provision of a meeting room (from £30) dependent on location.

The cost of this package is £150.00 per month. We can offer this service for a minimum of 3 months
Opening a bank account
An introduction may be provided for a company to open an account with an English bank. There is a charge of £1,000.00 for this service. If the company already has an account and there is a requirement for an additional account with a specific bank the cost will be £500.00. To have a bank account companies will need an office address, solicitor and accountant, telephone lines in London and secretarial assistance during working hours Clearly the office address and telephone number must be prepared to forward calls and mail.
Opening a bank account requires the attendance of the directors in London for one day with reasonable notice, so that meetings can be arranged. The procedure in the bank takes approx. 1 hr. All directors or officers of any company must be known to our firm and have provided a business plan prior to being introduced to the bank.
Services of professionals
Accountancy services can be arranged with fees ranging from £600.00 for a company with a turnover below £100,000.00
Legal Services can also be arranged if required
A Platinum package for the establishment and maintenance of a company - £3000
Services included in this package:
A Fast Track registration of a company in London
Opening of bank accounts in £ Sterling and US dollars with a major high street retail bank (Lloyds TSB, HSBC, Barclays, NatWest, The Royal Bank of Scotland, Allied Irish Bank) or as required by the client.
Provision of secretarial services (Premium office package)
Provision of the services of a solicitor and accountant for preliminary advice on the activities of the company.
Registration of a company for VAT (if required) or as a matter of course if the company turnover exceeds £67,000.00 in any year
Business visa assistance
The cost of this package is £3,000
The cost of management and the provision of a registered address and other services in the second and subsequent year will be £1,890.00.
Preparing an accountants report at the end of each financial year. This is a separate cost commencing at £250 and will increase depending on the company`s turnover, frequency of financial transactions and bookkeeping during the year.
Escrow account services
An escrow account (similar to a stakeholder account) is an account whereby the release of funds is subject to the fulfilment of certain events. It is useful in the sale of property or goods with the money being held until a specified event has occurred.
Escrow accounts can be operated by either reputable finance houses or legally qualified personnel usually either solicitors or notaries. An account will be established whereby an agreement is drawn up specifying the conditions that need to be met prior to money being released. The person operating the escrow account needs to define precisely what authorisation, whether written or oral, needs to be provided and in what form. On the provision of such information or confirmation money is released to the party who will benefit from the account. The agreement that will be signed on the establishment of an account is a legally binding contract setting out the terms of the particular business transaction for which the money is being paid. The agreement will set out the terms of the transaction and any conditions that require to be met. It will specify how each party will notify the person who is charged with holding the account in order that money may be released. This means that parties to the agreement may be in different countries and can rely on an independent inspection firm or independent verification by a notary or otherwise.

• It would be our usual practice for escrow accounts to be operated by a solicitor. This is a representative of the Supreme Court of England and Wales who may give a legally binding undertaking which can be relied upon in court. A breach of an undertaking can result in disciplinary procedures, a fine, the payment of compensation an ultimately being struck off the roll as solicitor and prevented from carrying on ones profession. This is an extremely heavy sanction and no solicitor of any repute would give an undertaking that is not complied with.

Services of a solicitor cost from £200.00 per hr and generally preparation of the contract and working out of the instructions takes three hours (the cost will therefore be from £600.00)

 

Examples:

• A person residing abroad wishes to sell a property in his home country. Providing the exact mechanism for the sale is agreed ie. what documents need to be stamped and notarised or otherwise witnessed an escrow agreement can be drawn up whereby on the execution of documents in an agreed manner, money deposited in an escrow account will be released to the seller.
• It can also be useful in trading transactions where a cargo has been ordered. Rather than the provision of a letter of credit, money can be deposited in an escrow account and upon the seller fulfilling the contractual terms to the satisfaction of the buyer which may include an independent inspection by SGS or another firm, money will be released to a seller.

Investigation of financial status

• Our company can provide services to check the credit status of UK companies and provide information on shareholders, directors, accounts, criminal offences and mortgages for any private or public limited company.
• In UK law companies must file accounts on an annual basis providing details of shareholders, directors, together with their home addresses and financial records. There are further records available for individuals where their credit status can be checked and records of any convictions in the County or High Court.
• We work with a number of different credit reference agencies which means that within a short period of time we are able to check the standing of any companies with whom you wish to do business. We can tell you how long a company has been going and what their credit record is like according to available records.

These services cost from £100 depending on your requirements and the speed with which the results are required.
Investment in Property or Business as going concerns
We can advise in the following matters:

• Investment in the property market
• Advice in the purchase of specified businesses such as cafes, shops, car maintenance workshops etc
• Advice on financial investment instruments and other activities in the City of London.
• Our site includes details of a Guaranteed Stock Market Bond (GSMB) - a time limited product from a high street bank. This allows you to invest equally in three indices - FTSE 100, Dow Jones Euro Stoxx50 and the NIKKEI 225, - there are no annual management charges and the capital you invest is guaranteed.

Buying a business
The cost of these services depends on the clients` requirements
Immigration and Studying
Our company through partnership arrangements and contracts can assist in the provision of:
Immigration Services - i.e. visa requirements
We can also assist in the preparing of documents for getting a work permit in the United Kingdom for persons who already have a prospective employer
Students may be granted a visa for the United Kingdom for the duration of their course. Once a person is issued with a student visa they may be entitled to work part time and during vacations.
All costs subject to variation unless an office quote is received with acceptance terms