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Electronic Filing - FAQ

 

What is a Limited Company? How long does it take to form a company? Can I choose any name I want for my company? On which documents must my company name be shown? Where must my company name be displayed? Do I need a company seal? Are the first Board Meeting Minutes provided? Are Stock Transfer Forms provided? What is the Accounting Reference Date and how do I change it? What is meant by the Authorised Share Capital? How do I issue more shares? What if I no longer need my company? What is a Registered Office? Can I change my Registered Office address? Does Domainscape Internet offer a Registered Office facility? What is included in the Incorporation package?   What is a Limited Company? A limited company is a separate legal person created by incorporation at Companies House. Its profits, losses, assets and liabilities are its own. The company is owned by its members (the shareholders) and run by the director (or directors) whose assets are protected from loss if the business should fail. This is sometimes referred to as limited liability. Because a company has a life of its own the business can continue despite the resignation or death of any directors or shareholders and the sale of the business or the introduction of outside investors is simplified. Reasons for wanting or needing a limited company may include ownership of property, obtaining outside finance, taxation, status and protection from risk.   How long does it take to form a company?   Our system uses the Electronic Filing facilities at Companies House. This means that when you place an order on our website your request is sent processed and sent to Companies House. Companies House then aim to respond to electronically filed documents within 4 working hours. Although this is not always possible, it does generally mean that if you placed an order before midday on a normal working day we can have your company incorporated by the end of that same day. Whether you opt to receive the incorporation documents via email or by post these will be sent to you immediately.   Can I choose any name I want for my company?   It is important to check that the name you want is acceptable to Companies House. Briefly, the restrictions are that: you cannot register the same name as another company; the use of certain words is restricted; and names likely to cause offence are not allowed. It is also important to check whether your chosen name is similar to any other names already on the register. If your chosen name is too like another name, an objection could be made within the 12 months following the incorporation of your company and you could be directed by the Secretary of State to change the company's name. Certain words and phrases are classed as sensitive by the Department of Trade and Industry. If this is the case you will be prohibited from using them or you might have to justify you are entitled to use the name. For more information on this subject see Companies House notes CHN2, CHN3 & CHN11   On which documents must my company name be shown?   The company must state its name, in legible lettering, on the following: - all the company's business letters; - all its notices and other official publications; - all bills of exchange, promissory notes, endorsements, cheques and orders for money or goods purporting to be signed by, or on behalf of, the company.   Where must my company name be displayed?   Every company must paint or fix its name on the outside of every office or place in which its business is carried on - even if it is a director's home. The name must be kept painted or fixed and it must be both conspicuous and legible.   Do I need a company seal?   Changes to the Companies Act in 1989 mean that a seal is no longer required and therefore our standard package does not include a seal. For those still requiring a seal we are able to supply a hand plier type seal for £25.00 (please contact us for further details).   Are the first Board Meeting Minutes provided?   First Board Minutes before electronic company formation used to make reference to the appointment of replacement director(s) and secretary in place of the nominee officers used to incorporate the company. Although not now a requirement we feel that the First Board Minutes continue to be an important part of the post-incorporation documents as they serve to clarify the position at the outset and act as a statement of the company's position.   Are Stock Transfer Forms provided?   Companies are usually formed with the correct share holders from incorporation, so there is no need for initial share transfer forms. Importantly, this also means there is no need to pay stamp duty on the transfer of any shares either. There are occasions where our clients request that we act as subscribers to the initial shares in which case transfer forms will be used.   What is the Accounting Reference Date and how do I change it?   Form 225 is used for determining a company's accounting reference date (of the accounts year end). It is set automatically depending on the date of incorporation and so for example if the date of incorporation is 14th March 2005 then the default accounting reference date is the anniversary of the last day of that month, in this case 31st March 2006. Should you wish to alter the default date you are permitted to do so once in every five years using form 225. When completing the form remember to state whether the date is to be extended beyond the default date or shortened from it. As a guide when shortening the date the shortest possible accounting period following incorporation (or the last accounting date) is six months and when extending the date it is possible to extend it to eighteen months following the incorporation date (or the last accounting date). A period of 10 months following the accounting reference date is permitted in which to file the accounts of the Company (private limited companies only) although it must be remembered that the greatest period of time permitted to file accounts following incorporation is 22 months.   What is meant by the Authorised Share Capital? This is the number of shares your initially authorise your company to issue to shareholders/subscribers. Usually a share issue of 1000 with each share valued at £1 is used. The authorised share capital should be sufficient to enable the Company to sell shares to raise money it needs to carry on business in the future. The fact that a company may have a £10,000 authorised share capital does not mean that it is obliged to issue and pay for all of the shares, many small private companies operate with only one or two shares regardless of its financial requirements (one share is now the minimum required under the Companies Act). It is best to regard a £10,000 authorised share capital as 10,000 shares which are available for a company to issue. It is worth noting that although you may authorise 1000 shares, if only 1 share is isued to one person, that person becomes 100% shareholder in the business.   How do I issue more shares?   If you wish to issue further shares up to the authorised share capital form 88(2) should be completed and sent to the Registrar of Companies. You can increase your authorised share capital by passing an ordinary resolution at a general meeting. A copy of the resolution and Form 123 detailing the proposed increase must then reach Companies House within 15 days of being passed. On a similar note, the authorised share capital of a company can be reduced using Form 122 and must reach Companies House within 1 month.   What if I no longer need my company?   Private companies that have not traded or otherwise carried on business for at least three months may apply to the Registrar to be struck off the register using form 652(a).   What is a Registered Office?   The registered office is an address in England or Wales (or Scotland if your company is registered there) where documents can be delivered to the company. Companies House uses the Post Office address file to verify addresses; so, to avoid delays, please ensure that your proposed registered office address is recognised by the Post Office and always give the correct postcode on forms sent for registration.   Can I change my Registered Office?   If a company changes its registered office address the new address must be notified to Companies House on Form 287.   Does 'Domainscape Internet' offer a Registered Office Facility?   No, we do not currently offer Registered Office services.   What is included in the Incorporation Package?   Registration with Companies House Your own choice of Company Name Certificate of Incorporation Memorandum and Articles of Association Documentation sent to you by email   Registration with Companies House Your own choice of Company Name Certificate of Incorporation Memorandum and Articles of Association Minutes of First Board Meeting Completed Share Certificates Completed Company Registers Forms 225 + 88(2) Documentation sent to you by email     Registration with Companies House Your own choice of Company Name Certificate of Incorporation Memorandum and Articles of Association Minutes of First Board Meeting Completed Share Certificates Completed COmpany Registers Forms 225 + 88(2) Documentation sent to you by post