Forming a limited Company

Most of the companies that are formed in the United Kingdom are done electronically and using Company Formation Agents.

Doing it yourself

If you wish to incorporate your company on your own, there is a list of documents that you will need to send to the Registrar of Companies along with the registration fee. The documents you are required to send are:

• A memorandum of association – this document sets out the name of the company, the office address and the objects of the company, which can be as simple as carrying on business as a commercial company. Each subscriber must sign the memorandum of association in front of a witness who must attest to the validity of the signature.
• Articles of association – this document sets out the rules for the running of the internal affairs of the company. Each of the articles must be signed by the subscribers of the company in front of a witness who must attest to the validity of the signature.
• Form 10 – this form gives the detals of the first director, or directors, the secretary and the intended address of the office. The directors must give their name, address, date of birth, occupation and details of other directorships that they have held within the last five years. Each officer that is appointed as well as each subscriber must sign and date the form.
• Form 12 – this form is a declaration of compliance with the legal requirements that relate to the company’s incorporation. You must have this form signed by a solicitor who is forming the company or by one of the directors or secretary of the company that is also listed on Form 10. You must have the signature witnessed by a commissioner of oaths, a justice of the peace, a solicitor or a notary public.

Forming a company electronically

There is also a way to form a company electronically which is significantly quicker than the paper process outlined above. There is no Form 12 required and the process of forming a company this way is done to the Companies House records in around five minutes. In order to file electronically you need compatible software that works with the Companies House eFiling service and you must have an existing account with Companies House, or otherwise you can use a Company Formation Agent. The Companies House has a list of Company Formation Agents that have passed the integration testing.

Accounts

The first accounts of the incorporated company must start on the day of the incorporation. The first financial/fiscal year must end on a date that is up to seven days of either side of the incorporation date. Other accounts start on the day following the year end date of previous accounts and end on a date that can be up to seven days on either side of the original start date. You will receive a pre-printed form from Companies House a few weeks before the anniversary of your incorporation date.

Public limited companies’ first accounts must be delivered within seven months of the end of the accounting reference period or if the accounting period is more than 12 months but within 19 months of the incorporation date or three months from the end of the accounting reference, whichever is longer.You can change the accounting reference day by completing and sending Form 225 to the Registrar.

Annual returns

An annual return must be completed and delivered to Companies House at least once each year, within 28 days of the return being completed. Again, the Companies House will send a pre-printed form a few weeks before the anniversary of incorporation. All you have to do is check to see that the details are still right, amend any details that require changes, send the form back within 28 days of the date of return, signed and dated.