Ready made companies

The fastest way to incorporation is to buy an off the shelf company, this type of company is often referred to as a ready made company.

A Ready made company will have the following documents registered with Companies House.

  • Memorandum and Articles,
  • Articles of Association,
  • A statement of first directors and secretary and intended address of registered office and declaration of compliance with the requirements on application for registration of a company under section 9 of Companies Act 2006.

The company has a certificate of incorporation issued by Companies House.

The ready made company may have couple of annual return and/or confirmation statement and dormant accounts filings with Companies House. The filings would confirm the ready made company is a dormant company.

You can start your business as soon as you bought your ready made company. Usually the transfer of ownership can be done within couple of hours.

The transfer of ownership documentations including appointment of new director, change of shareholders details, change of your company registered office and company name change if you wish, would be delivered to Companies House to effect the new ownership of the company.

You may appoint a company secretary for a ready made company. Under the Companies Act 2006, the appointment is optional.

List of ready made companies with prestigious names

Ready made companyIncorporation dateHow old
Everything for runners Ltd20.05.20109
Fine Arts and pictures Limited19.02.20136
Colorful Unicorn Ltd19.02.20136
Cute gifts and flowers Limited18.02.20136

Contact us if you have any questions about ready made companies.

Register a company

Register a company in the United Kingdom with Companies House directly can be done through an accountant or you may do it yourself if you wish.

If you are going to do it yourself. Ensure your incorporation application with Companies House include the following documents.

Companies House form IN01

The form IN01 is an application form to register a limited company with Companies House.

This is the latest company incorporation form according to Companies Act 2006. It took effect from 1 October 2009.

The form 10 and form 12 required for company incorporation under Companies Act 1985 are superseded by form IN01.

You must complete the form IN01, to give details of your:

  • Directors,
  • Company secretary (this is optional unless you are forming a public limited company),
  • Shareholders,
  • Registered office address
  • Share structure.

The form is 18 pages long.

Under the Companies Act 2006, your director is required to provide a service address. The service address is for public record. The service address can be your registered office address or your home address. However, your director’s residential address can still be obtained via credit agency that providing credit check services to public.

Registration Fees

There is a standard fee payable to Companies House for registering a limited company. Please contact Companies House directly.

Other Incorporation Documents required

You must also include your memorandum of association and Articles of association with your incorporation form IN01.

1) Memorandum of Association

This should state your company name, the intended location of the registered office and the objects of your company.

2) Articles of Association

This should have the detailed rules about internal management of your company. If you don’t draw up your own articles, you may adopt the standard article (Table A) set out in the Companies Act 2006.

Companies House Certificates

You cannot start trading until you have obtained a certificate of incorporation for your private limited company issued by Companies House.

For registration of a public limited company, you must obtain a trading certificate before starts trading.

Company incorporation documents

Company incorporation documents required to register a private limited company with Companies House in the United Kingdom.

Memorandum of Association

The memorandum is a form of contract with the world in general. It states:

  • Your company’s name, the situation of its registered office in England (if it is not in Wales or Scotland),
  • The objects for which your company is formed and the powers taken by your company,
  • The liability of your shareholders is limited
  • The share capital and classes of shares and nominal value of each share
  • The names and address of your original subscribers (shareholders) and number of shares taken by your subscribers.

Articles of Association

It sets out the regulations governing your company’s internal affairs such as how shares will be allocated, your directors and secretary and the meetings will be governed. Once your company is incorporated any changes can only be made if 75% of voting rights is obtained.

Statement of first Directors and Secretary and Intended situation of Registered Office

The statement sets out the prescribed details of your first directors and company secretary (it is optional unless your company is a public limited company) and your registered office.

Declaration of Compliance with the Requirements on Application for Registration of a Company

This can be made by a director or sectary named in the statement of first directors and secretary.

The statement of first directors and secretary and intended registered office and declaration of compliance are no longer required since the Companies Act 2006 was implemented.

Limited company or sole trader

Limited company or sole trader for your business. Let discuss the advantages and disadvantages of the two form of business structure.

There are two types of limited company. They are private limited company and public limited company. Private limited company registration with Companies House is relatively easy and straight forward. There are more legal administration requirements to satisfy for registration of a public limited company. The minimum share capital required of a private limited company is £1 and for a Public limited company is £50,000.

Limited liability

Private limited company for business is the most popular choice for many new business. The main benefit of trading using a limited company is that of it is the company itself that shoulders the liability as opposed the person running the business. This is because the company and the owner of the company are considered a separate legal entity. The owner’s liability is limited to the amount he/she invested in the share capital of the company and any guarantees he gave when raising finance for the business.

As with a sole trader or proprietorship, the sole proprietor is exposed to unlimited liability. This means that any business debt can be met from the sole proprietor’s personal assets if his/her business fails.

Continuity

Trading as limited company also provides continuity of the business. The ownership of the company can be transferred easily whereas for sole proprietorship business normally ceases when the business owner wants to retire or death.

Company Law

The recent changes to Companies Act 2006 have made it even more attractive for sole proprietors to incorporate their businesses. The requirement to appoint a company secretary for a private limited company is now optional. This means that a single person can setup a limited company by himself. He can be the sole director and also the sole shareholder of the company if he/she wishes. However, the person must not be an undischarged bankrupt or disqualified by a court from holding a directorship.

Stability

Many financial institutions, banks and suppliers viewed limited company as being a form of more stable business entity compared to a sole trader. This is partly because the company accounts, shareholders and directors details are available for public inspection independently at Companies House and limited company must follows company law when comes to filing Companies House forms and accounts with the Registrar. There is a standards set by law.

Administration

Limited company must deliver confirmation statement and company accounts to Companies House every year and submit corporation tax return with HM Revenue and Customs. Also, maintain statutory books and notify Companies House when there is a changes in the registered office or director and so on.

Failure to fulfill these legal obligations, the director of the company can be prosecuted and are subject to fines of up to £5000 for each offence. There is also a late filing penalty for delay in filing company accounts to Companies House.

For sole proprietorship, the owner is to file self assessment return with HMRC only. No documents required to be filed with Companies House.

Company seal

Company seal is an official seal used by limited company to endorse official status to formal contracts, lease agreements and share certificates. It is also known as corporate seal or common seal.

If your company must have a seal as spell out by your Articles of Associations, the use must be authorised by your company directors.

Usually, your Articles provide that affixing of your seal must be witnessed and evidenced by the signature of your director and your company secretary.

Now, the signature of your company director, or a director and your company secretary, signing for and on behalf of your company has the same effect as if the document had been executed under seal.

You may require a seal if conducting business abroad or entering into contracts with overseas customers or suppliers, their legal representatives may require that your company affixes an official seal to the commercial contracts.

Many companies still use a seal to execute official documents in the United Kingdom. This is because its use is perceived as a strong authority in signifying a genuine document.

There are many types of company seal you could buy in the United Kingdom for your limited company. There are HPI Plier range and LWI embossers. They produce high quality imprints on paper up to 120gsm.

Each of this embosser and plier comes with a standard circle layout with your company name and registration number. You may ask the manufacturer to include your company logo in your embosser or plier for an extra cost.

Want to keep same company name and do not want to pay late filing penalty

You want to keep same company name and do not want to pay the expensive late filing penalty, it is possible.

The Companies Act does not stop your company director to dissolve a limited company and setup a new one with the same company name.

Automatic late filing penalty

One of the common reasons people apply to dissolve their limited company and setup a new one because they forgot to file their dormant company account thinking it is a dormant company and it has nothing to show. Companies House has completely different view on this and they would issue automatic late filing penalty and you have not pay unless you can show your circumstance is exceptional.

The maximum late filing penalty for late filing of your company accounts is £1500 for a private limited company and £7500 for a public limited company.

If you could not proof that your circumstance is exceptional then you must pay the late filing penalty if you want to keep your company name.

Sometime it is cheaper to setup a new company with the same name than to pay the maximum late filing penalty. This is only possible if your limited company is dormant, it has no bank accounts or any trading activities whatsoever. This is because your new limited company would have a different registration number to that of your existing dormant company and technically and legally it is a completely new entity with no trading history. A new company.

Once you have legally dissolved your dormant company, you do not have to pay the late filing penalty, no more filing of your dormant company account and confirmation statement.

Dissolve dormant company and setup new one

Actions to take to dissolve your dormant company and setup a new one with the same company name.

Step 1: Submit your application to strike off your limited company with Companies House. The form DS01 must be signed by company directors.

Your company dissolution process will take about two months to complete provided no third party objection while the application was published in the Gazette.

Step 2: Once your limited company is dissolved by Companies House, you may then incorporate a new limited company with the same name by submitting your new company incorporation form, the IN01 with Companies House.

Your company registration process should take about one business day if doing it online and if submission by printed form should take slightly longer.

Companies House will reject your company incorporation form if your existing dormant company dissolution is still in progress as your company name is considered not available or already taken.

It is possible to carry out your dormant company dissolution and new company incorporation yourself if you have time to monitor and check with Companies House of the dissolution progress. the timing is crucial here to avoid your company name being registered by someone else after it was dissolved.

Seek accountants advice if you are not familiar with company dissolution and incorporation.

Board of directors

The management of a limited company is usually controlled by the board of directors as a whole and not individual director.

Formal meetings often dispensed with and the board can delegate its powers to one or more board members and appoint a managing director.

They are different types of directors can be appointed.

Part time directors

Part time directors are also known as non-executive directors. They are normally with financial, legal or technical expertise that of huge contribution to the company growth.

Alternate directors

Alternate directors who speak and act on behalf of board of members in their temporary absence can be appointed if you have an appropriate provision in the Articles.

Nominee directors

Nominee directors are appointed to represent substantial shareholders. They must not act solely in their principal’s interests but, like any other director, in the interests of the company as a whole.

Shadow directors

Shadow directors are persons in accordance with instructions the directors are accustomed to act and they have the same duties and obligations as any other directors.

Your directors appointments must be entered in your Register of directors.

Change company name forms

Change company name forms to complete for your application to change your existing company name to a new name. You must also send in your special or written resolutions or court orders plus the statutory fee payable to Companies House.

Companies House will check your new company name availability and if everything is in order, they will issue the certificate of change of name to make your new company name official.

It is highly recommended you seek accountants advice If you are not familiar with the Companies House’s procedure to change your company name yourself.

Below are the Companies House forms to complete for change of your company name.

Form reference Purpose of the form
NM01Change a company name
NM02Give notice of a conditional change of name
NM03Confirm satisfaction of the resolution of change of name
NM04Notify a change of name by means provided for in the articles
NM05Give notice of change of name by resolution of directors
NM06Request to seek comments on change of name

Official company stationery

Official company stationery is any form of communications used exclusively for your business purposes.

The UK company law requires limited company to display their company details on their official company stationery.

Information to be displayed on your company stationery

  • company full name
  • company registration number
  • Registered office address
  • Country of registration whether it was incorporated in England and Wales or Scotland or Northern Ireland.
  • Official company logo

Your company stationery include:

  1. Company letterhead
  2. Marketing and advertising materials – your prospectus
  3. Compliment slip
  4. Business card
  5. Sale invoice
  6. Credit note
  7. Company’s website
  8. Business email signature
  9. Company seal
  10. Legal agreements or contracts
  11. Official publications about your company

Company director duties

Company director is bound by the terms of the company’s charter set out in the Memorandum and Articles of Associations. Your company director can exercise all the powers permitted by the memorandum and articles which are not reserved to be exercised by the shareholders in general meeting.

If your director is the majority shareholder and sole director, the rule may be despotic.

Your company director must, however, act in accordance with the Companies Act and the general law.

Company director duties

  1. A fiduciary duty to your company to act honestly and in good faith in the best interests of your company as a whole;
  2. A duty to exercise such a degree of skill and care in carrying out his duties as might reasonably be expected from someone of his ability and experience.
  3. A duty to fulfill your company’s statutory obligations imposed by the Companies Acts and other legislation at all times.

Director in position of trust

The duty to act honestly, in good faith and in the best interests of your company, which imposes a trustee’s responsibility on your company director to take proper care of your company assets and to ensure payments are properly made and supported by adequate documentation.

Your director must not make a personal profit at your company’s expense and must disclose to the other directors at the board meetings any interests in your company transactions.

Disclosure should also be made at the general meetings and it should be included in the minutes.

Your director’s personal interests must not conflict with those of your company and they must not use your company assets, including knowledge acquired through the company, for personal benefit.

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