Private limited company by shares
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A limited company by shares (limited or Ltd.) in English law, many Commonwealth countries and the Republic of Ireland, is a type of limited company with liability limited to the capital invested, i.e. by the sale of shares. In other words the shareholder's personal assets are protected in the event of bankruptcy but they will lose the capital invested in their shares.
Limited companies may be Private or Public. A private limited company's disclosure requirements are lighter, but for this reason its shares may not be offered to the general public (and therefore cannot be traded on a public exchange). This is the major distinguishing feature between a private limited company and a public limited company. Most companies are private.
These companies are required to have the suffix "Limited" (often written "Ltd" or "Ltd.") or "Incorporated" ("Inc." - this cannot be used in the Republic of Ireland) as part of its name. In the Republic of Ireland "Teoranta" ("Teo") may be used instead, though this is limited mainly to Gaeltacht companies. "Cyfyngedig" ("Cyf") may be used by Welsh companies in a similar fashion. Companies must apply to the relevant registrar - Companies House in Great Britain, the Northern Ireland Registrar of Companies in Northern Ireland, or the Companies Registration Office, Ireland in the Republic of Ireland - to be formally incorporated as a company. In India, application needs to be done with Registrar of Companies.
In the Republic of Ireland, a private limited company may have a maximum of fifty shareholders.
The company's Articles of Association may have more specific requirements however.
Contents |
[edit] Who Can Form a Limited Company
The Companies Act generally allows one or more persons to form a company for any lawful purpose by subscribing to its memorandum of association.
[edit] How To Form a Company
If you incorporate a company yourself, you will need to send the following documents, together with the registration fee to the Registrar of Companies:
- A memorandum of association
- Articles of association
- Form 10
- Form 12
Each of these documents is explained below.
Memorandum of Association sets out the company name, the registered office address and the company objects. The object of a company may simply be to carry on business as a general commercial company. The company's memorandum delivered to the Registrar must be signed by each subscriber in front of a witness who must attest the signature.
Articles of Association is the document which sets out the rules for the running of the company's internal affairs. The company's articles delivered to the Registrar must be signed by each subscriber in front of a witness who must attest the signature.
Form 10 gives details of the first director(s), secretary and the intended address of the registered office. As well as their names and addresses, the company's directors must give their date of birth, occupation and details of other directorships they have held within the last five years. Each officer appointed and each subscriber (or their agent) must sign and date the form.
Form 12 - is a statutory declaration of compliance with all the legal requirements relating to the incorporation of a company. It must be signed by a solicitor who is forming the company, or by one of the people named as a director or company secretary on Form 10. It must be signed in the presence of a commissioner for oaths, a notary public, a justice of the peace or a solicitor.
[edit] Single Member Companies
A single member company is a private company, limited by shares or by guarantee, which is incorporated with one member, or whose membership is reduced to one person but the company must still have at least one director and a secretary who cannot also be the sole director.
Unless the company's articles of association specify anything to the contrary, a single member - present in person or by proxy - constitutes a quorum. If such a meeting is held, it must be recorded in the minutes.
If a single member takes a decision, except by written resolution, then the decision must be given to the company in writing.
If the company enters into an unwritten contract with the sole member who is also a director of the company (and the contract is not in the ordinary course of the company's business), the company must ensure that the terms of the contract are set out in a memorandum or are recorded in the minutes of the next directors' meeting.
A company's register of members must accurately record its members. If a company is incorporated with one member, then the register must reflect this. If the company originally had more than one member and the membership reduces, then the register must show when this happened. Similarly, the appropriate entries must be made in the register of members if the number of members later increases.
[edit] Company Officers
Every company must have formally appointed company officers at all times. A private company must have at least:
- One Director (if the company's articles of association do not require more than one).
- One Secretary - A company's sole director cannot also be the company secretary.
The company director can be anyone with some exceptions. You are restricted from being a Limited Company director if you are unable to consent to your appointment and you must seek legal advice if you are intend to direct the company. You are restricted also if you have been preciously or are declared bankrupt or banned from being a company director by the court.
The company secretary - formal qualifications are not required (See UK Formation Law).
In Scotland the Registrar will not register for any company the appointment of a director under the age of 16 years old. A child below that age does not have the legal capacity to accept a directorship - Age of Legal Capacity (Scotland) Act 1991. If you need more information, contact Companies House, Edinburgh.
Some people not of British nationality are restricted as to what work they may do while in this country.
[edit] Requirements
[edit] Share Capital
Limited Companies by default are formed with share capital. It can be any amount of shares issued in the first place with any nomination. For example: 10.000 shares each 1p. or 100 shares each 10p.
New shares can be issued at any time by using a Form 123.
Shares in a private company are usually transferred by private agreement between the seller and the buyer. In both cases, a transfer document must be completed. The articles of association of private companies often place restrictions on the transfer of shares that must be observed.
[edit] Company Accounts
A company's first accounts must start on the day of incorporation. The first financial year must end on the 'accounting reference date' or a date up to seven days either side of this date. Subsequent accounts start on the day following the year-end date of the previous accounts. They end on the next 'accounting reference date' or a date up to seven days either side.
To help you meet this filing requirement, the Companies House send a pre-printed 'shuttle' form to your registered office a few weeks before the anniversary of incorporation. This will show the information that you have already given to the Companies House. If your accounts are delivered late, there is an automatic penalty. This is between £100 and £1,000 for a private company.
The first accounts of a private company must be delivered:
- within 10 months of the end of the accounting reference period; or
- if the accounting reference period is more than 12 months, within 22 months of the date of incorporation, or three months from the end of the accounting reference period, whichever is longer.
[edit] Annual Returns
Every company must deliver an annual return to Companies House at least once every 12 months. It has 28 days from the date to which the return is made up to do this.
To help you meet this filing requirement, the Companies House send a pre-printed 'shuttle' form to your registered office a few weeks before the anniversary of incorporation. This will show the information that you have already given to the Companies House. If your accounts are delivered late, there is an automatic penalty. This is between £100 and £1,000 for a private company.
The first accounts of a private company must be delivered:
- within 10 months of the end of the accounting reference period; or
- if the accounting reference period is more than 12 months, within 22 months of the date of incorporation, or three months from the end of the accounting reference period, whichever is longer.
You may change the accounting reference day by sending Form 225 to the Registrar. You must do this during the accounting period affected by the change or during the period allowed for delivering the associated accounts to the Companies House.
[edit] Registered Office Address
Company can have postal and registered addresses at once. The importance of the registered address is that all official letters and documentation from the government departments (including Inland Revenue and Companies House) will be send hire and this address have to be shown on all your official company' documentation. The registered office can be anywhere in England and Wales (or Scotland if your company is registered there). The registered office must always be an effective address for delivering documents to the company, and to avoid delays it is important that all correspondence sent to this address is dealt with promptly. If a company changes its registered office address after incorporation, the new address must be notified to Companies House on Form 287.
[edit] Company Name
Before you apply to set up a company, or do anything to change its name, it is a good idea to search the index at Companies House to see if there are already any companies with names similar to the one you want. If in doubt, call to the Companies House on 0870 3333636 or search the website company index at www.companieshouse.gov.uk/info because several regulations can affect your choice. For example, all company names must end with the words 'Limited', 'Unlimited', 'Public Limited Company', or their abbreviations or Welsh equivalents. Certain companies may apply for exemption from using 'limited' and so on... (Full List Choosing The Name)
[edit] Additional Information
[edit] Companies which are no longer required
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.
Alternatively, the company may become voluntarily insolvent.
[edit] Converting to a Public Limited Company
A private company limited by shares and an unlimited company with a share capital may re-register as a PLC. A private company must pass a special resolution that it be so re-registered and deliver a copy of the resolution together with an application form 43(3)(e) to the Registrar.
[edit] Further Information
Statutory forms and guidance booklets are available, free of charge from Companies House. The quickest way to get them is through the websites or by telephoning 0870 3333636.
If you prefer you can write to the stationery sections of the Companies House in Cardiff or Edinburgh. Forms can also be obtained from legal stationers, accountants, solicitors and company formation agents - addresses in business phone books.
