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Limited Company

Company Formation

Company Incorporation


An application to form a company can be made online or by post . This has to be accompanied by a Memorandum of Association, the Articles of Association and the correct registration fee.



There are three types of company.


  • Private company limited by shares

  • Private company limited by guarantee

  • Public limited company (for companies listed on the stock exchange, unlikely to be used for a start-up company)



Companies incorporating as limited by shares must complete a statement of capital and initial shareholdings as part of the formation documentation. The statement of capital is a snapshot of a limited company’s issued share capital at a given time. It also needs to be submitted with each annual return.





A company must have at least one director who is a natural person aged 16 years or over. The company also needs to have a company secretary. It is possible for the same person to be a director and company secretary.


Directors (and company secretaries where applicable) of both existing and new companies now have the right to set out a service address rather than their usual residential address. The service address is usually the company’s registered office, although it can be a different address. The service address cannot be a P. O. box.


Directors have a duty to always act in the interest of the company. Any conflicts of interest (for example, a contract with another company where the director has a material interest or the company purchasing property from the director) must be authorised by the non-conflicted directors.


First meeting of directors



The  first meeting of directors should be set up after receiving the Certificate of Incorporation.  The meeting usually covers the following items:

  • appointment of additional directors

  • appointment (if needed) of auditors

  • issue of share certificates and, if appropriate, allotment of further shares. A share certificate template can be obtained from company formation agents and must be signed by the director and company secretary.

  • approval of banking arrangements, including a list of authorised signatories

  • approval of directors’conflict of interest

  • convening of a general shareholders meeting (if required) – to approve any substantial property transaction between the Company and any of its directors and to approve any directors’ service contracts to be entered into for terms exceeding five years


The first board and general meeting should be minuted, even if the company has only one director.

After the first board and general meeting, the following should be sent to the Companies’ House:

  • Form SH01 (return of allotments of shares)

  • Form AA01 (change of accounting reference date). Unless a specific accounting reference date is supplied, the accounting reference date becomes automatically the anniversary of the end of the month of incorporation


Post Incorporation Compliance


The company must submit the following documents each year:

  • Annual return

  • Annual company accounts, prepared under new UK GAAP


Both documents are submitted 9 months after the accounting reference date for private limited companies, and must be signed by at least one director.



The payment of dividends must be documented and approved, even if the company has only one director, who is also the sole shareholder. The following documents are necessary:



  • Resolution to pay interim dividend

  • Resolution to propose final dividend

  • Shareholders approval

  • Dividend voucher

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