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Public
limited company (plc)
Your liability as a shareholder is limited
to the nominal value of the shares you hold. If you have agreed to
pay more than the nominal value, your liability is for the greater
sum. Provided the company succeeds, the value of its shares will increase.
If it fails and goes into liquidation, you can lose the entire investment.
On incorporation, the company's Memorandum
and Articles of association must specify it is a public limited company.
The statutory rules governing a public limited company are much stricter
than those, which are applicable to private companies.
The actual procedure to set up a UK company
is quite straightforward. The most popular type of company, and most
suitable for over 90% of clients is a Private company limited by shares.
To set up the company we submit the Memorandum of Association, Articles
of Association, Declaration of Compliance and Statement of the First
Directors and Secretary and notification of the situation of the Registered
Office with the requisite fee to Companies House once this is done
the documents normally arrive within 2 weeks.
A company incorporated in the United
Kingdom has the same powers as a natural person, certain restrictions
apply which include for example deposit taking or banking, insurance,
financial services, consumer credit related services and employment
agencies. The company can be formed with any name you choose, unless
it is identical or similar to an existing company. For example, if
you chose Lloyds NU Leasing Ltd the company could be perceived as trying
to pass itself off as connected to Lloyds of London, Lloyds TSB bank,
Norwich Union insurance company or a combination of the three, if this
was seen to be the case the name would be refused. In addition, any
name, which would be deemed offensive or infers criminal activity,
or any name that has Royal connotations or suggests the venture has
the support of the UK government.
Words which require special consent are,
assurance, bank or foreign equivalents, examples include Banco, Sparkassa,
Casa di Risparmio, benevolent, building society, Chamber of Commerce,
fund management, insurance, investment fund, loans, municipal, reassurance,
reinsurance, savings, trust, trustees, university Etc. The name of
a UK company can be in any language although the documents themselves
must be in English except in the case of a company formed in Wales,
in which case the documents can be in Welsh. To ensure the name is
not restricted Companies House requires any name in a language other
than English (or Welsh in the case of Welsh companies) to be accompanied
by a translation.
The latest form of legal entity in the UK is
known as a British limited liability partnership ("LLP")
this is an ideal solution particularly for foreign businessmen and
traders who wish to enjoy the benefits of either low or zero-taxation
combined with UK incorporation. The primary feature of a UK LLP is
that it combines the organizational flexibility and tax status of a
partnership (i.e. UK LLP members are supposed to be taxed in the country
of their residence) with limited liability for its members. This limited
liability is possible because an LLP is a legal entity separated from
its members in the same way as an LLC in the USA.
Advantages and Disadvantages of LLP Partnerships
The limited liability is the key advantage
of LLP Partnerships. Another advantage is the management flexibility
inherent in partnerships. LLP Partnerships, however, suffer from a
few shortcomings. The mandatory disclosure of financial information
is a drawback; particularly for accountants and legal practices, which
have traditionally avoided disclosing their earnings – with
good reason in our opinion! The untried structure of LLP Partnerships
also reduces their attractiveness in the short-term although many large
law firms are looking to make the switch. Overall, however, the advantages
far outweigh the disadvantages.
According to the Department of Trade
and Industry, the total number of LLP Partnerships registered in Great
Britain stood at 7,396 on March 31st 2004. The response to LLP Partnerships
in UK has been encouraging without being overwhelming. One important
consideration is that a UK LLP must start trading within a year of
its incorporation; otherwise it will be struck off by Companies House.
Members (partners)
A UK LLP can have at least two or more members
(or partners) with equal responsibilities. The profit of an LLP is
divided between the partners in the proportion of their participation
in the LLP.
Details of all UK LLP members must be
recorded with the Companies House and are available to public as with
all UK corporate entities..
A UK LLP must have at least two, formally
appointed, Designated members or partners. Designated members have
the same rights and duties towards the LLP as any other member. However,
they are responsible to perform specific rights and duties such as
signing the Accounts, filing any changes at Companies House and signing
the LLP’s Annual return.
The Membership Agreement
The members of the LLP must
draw up an Agreement. This is the main document that declares the LLP’s structure,
corporate activities, the rights and duties of members, the percentage
interest of each member etc. If a corporate bank account is opened,
this Agreement must be shown to the bank along with the minutes.
The LLP agreement also covers the relationship between
the members and the separate corporate entity, which is the LLP.
Formation Fees
- Formation of an LLP with provision of Registered
Office - £299 / $599 / EUR375
- Preparation of an LLP Agreement - £95
/ $190 / EUR120
- ORCA can also apply for a VAT number
for your LLP if the company is trading in the UK. A VAT number must
be obtained if the company is invoicing more than £70,000 per
annum. - £199 / $299 / EUR250
We can provide a registered office address
in the UK as your company mail forwarding address. This service
is available in a variety of locations. Your mail will be
held and forwarded to you. We can also provide fax and telephone support
services in the UK as well. See London
Maildrop for details
Any additional services like assistance
with bookkeeping, introduction to the Chartered Accountant can be provided
if required.
Vintage Companies
At any given time ORCA has access to 1000
or more Vintage UK companies ranging from 1 to 30 years old. Each company
is fully up to date with all annual returns and any other documents
which are required to be filed at Companies House.
We sometimes find that clients require a
particular name or a name that fits a specific set of criteria. Should
this be the case keep in mind that rather than going through all the
effort of hours of searching for the right company one potential solution
is to change the name of an existing vintage company to the name which
you require.
Many of our customers require a Vintage company
because it is often easier to obtain credit from suppliers, set up trade
accounts and arrange financing from banks than when you are starting
a company from, scratch. It also increases credibility if the website
or headed paper says, for example, established 1998 rather than established
2008. All our vintage companies are guaranteed not to have traded unless
specifically stated otherwise.
Vintage companies can be arranged with either
UK or offshore bank accounts as well as nominee Company Secretary, Registered
Office and virtual office services if required. The price will depend
on age and other factors but as an example a four year old UK company
averages £400-£450 / $800-$900 / EUR500-EUR625. On the other
hand we sold a company in May 2008 which had been formed way back in
1956. This company had never traded (the owner died and had formed it
originally to stop another firm getting the name)and had been sitting
with his lawyers for 52 years. We negotiated a sale with his widow and
the company was sold for £18.500. To the client (a wine merchant)
who was opening a new store in central London to be able to state above
the door “established 1956” carried huge benefits and gave
the business great credibility. |
| Incorporation
Charges |
| Private
company, limited by shares |
| Incorporation
fee |
£99 |
$198 |
€125 |
| Delivery |
£6
(in UK) |
£20
(Overseas) |
$40 |
€25 |
| Total
initial costs |
£100 |
$195 |
€125 |
plus
delivery |
| Note:
All UK companies are supplied with a UK telephone/fax number and
registered office address for one year. |
| Normal
ongoing maintenance fees after the first year |
| Company
secretary (if provided by us) |
£100 |
$195 |
€125 |
| Registered
office(if provided by us) |
£50 |
$95 |
€65 |
| Total
ongoing costs per annum |
£150 |
$300 |
€195 |
| If
you require an internet domain registration to accompany the formation click
here |
Orca Rating UK
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registration efficiency |
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Important
Note: UK companies are very useful in international tax planning
for a number of reasons we can provide full details on request. An
additional advantage in the UK is that we can provide live UK telephone
numbers which can be diverted free of charge virtually anywhere worldwide click
here for more information.
Important Note: UK companies are
very useful in international tax planning for a number of reasons we
can provide full details on request. An additional advantage in the
UK is that we can provide live UK telephone numbers in every town which
can be diverted anywhere worldwide click
here for more information. In the UK we also have a range of number
with free forwarding almost anywhere worldwide at a once off connection
fee of £50 / $100 / €65
The UK also offers numerous internet and web
design/hosting solutions, for a few ideas contact either ORCA
Internet or our UK based associate Webnet
2000 both companies are able to supply
all your internet related needs. Webnet
2000 also provide a first class high speed broadband service for
UK clients with unlimited downloads and no time limits.
If you need advice on offshore domains
or have any tax haven/offshore internet matters please contact us here
and we can liaise with Webnet2000 and various other offshore domain
registries to set up arrangements which you need.
Most important of all don’t forget to register your .co.uk, .com,
.net, etc, domain before someone else does! To check if your required
name is available click
here and input the name for the result. If you prefer to register
your domains with a non UK based Internet company ORCA
Internet can assist you.
I need Internet Services should I deal with
ORCA Internet or Webnet2000?
If you are not UK based or require offshore internet
facilities such as domain registration, hosting, secure email, DIY website
design etc then contact ORCA Internet if
on the other hand you prefer to deal with a UK based company who can
offer UK support and a range of additional services such as Broadband, Phone
Services, as well as website
design we recommend Webnet2000 |
