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How to Incorporate a Company - What You Must Know

Gary Green
Gary Green
August 13, 2020

Incorporating or setting up a company in the UK is usually a fairly straightforward process.

However, before you start, you should consider the following:

  • A name for your company;
  • A registered UK address;
  • At least one Director (need not exclusively be a UK citizen);
  • At least one Shareholder – which can either be an individual or another company.

Now, let’s address the key areas which must be submitted to the Registrar of Companies when incorporating a company in the UK:

Constitutional Documents

These consist of the following:

• The Memorandum of Association – A brief document which confirms your intention to form or incorporate the company;
• The Articles of Association – This is your key or principal constitutional document. It contains details on the administrative provisions of your company’s operations, as agreed to by each member. It also sets out how decisions are made by the respective members and directors – and much, much more.

Company Name

As a company, you have the freedom to choose any company name, as long as the criteria below is adhered to:

  • A distinctive name – You can’t go with a name that’s identical to an existing registered company, neither can you choose a name that already exists on the UK company index;
  • No sensitive word(s) or expression – While you may require the Secretary of State’s permission to use certain words or expressions related to the business name, some cannot be used at all. E.g. those hinting to sponsorship connections, government patronage, national pre-eminence and so on;
  • No words related to royalty or the British royal family can be used;
  • No signs, symbols or characters can be used;
  • The name must not be offensive in any way;
  • The name must end with a ‘Ltd’ or ‘Limited’.

Registered Office

Your registered address much be on all your online and offline marketing mediums – website, email, company stationery, so that official correspondence can take place between you and Companies House as well as HM Revenue and Customs.

First Officers

This consists of the following:

Directors

You must have at least one active director who is 16 years or older and has no track record of being disqualified as a director.

A corporate body may act as the company director – however, if a corporate director is appointed, you must have at least one director who is a ‘natural person’.

Company Secretary

You’re not required to appoint a company secretary unless your company’s Articles of Association specifically state that you must.

The company secretary can be an individual or corporation.

Statement of Capital

This provides details on your company’s value and share structure. Shares can be shown according to classes and rights – i.e. dividend rights, voting rights, capital rights, etc. All this information must be fleshed out in the Articles of Association.

Individuals with Significant Control

If any person in your company has significant control, he/she must be registered while incorporating the company. A person having significant control is an individual or legal entity which meets one or multiple conditions related to voting rights, share ownership, appointment of directors and more.

If you require any help with incorporating a company, we at Key Business Consultants LLP have an expert team of accountants who will be able to assist. Get in touch with us today.

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