Registration of a UK company (in England). Service offer

Incorporation in the UK of a Private Company Limited by Shares includes the following steps:

• company name to be checked for its availability[1] (at least 3 names), such name:
  • must not be identical or similar to the name of any existing company;
  • must end with a suffix denoting the type of entity (“Limited” or “Ltd”);
• company structure (director, shareholder, beneficial owner, attorney);
• share capital and distribution of shares between the shareholders;
• activity and geography of business.

• proof of ID (passport / ID card);
• proof of address (utility bill).

At the meeting, it is necessary to show the original documents for verification or produce notarized copies.

Incorporation of a new company takes about 2 weeks from the date of filing with Companies House, including the time required to prepare an apostilled set.

The set of documents delivered to the client upon incorporation of a UK company includes:

1. Certificate of Incorporation – original.
2. Minutes of Subscribers Meeting – original.
3. Minutes of First Meeting of Directors – original.
4. Memorandum and Articles of Association – original.
5. Share Certificate – original.
6. Apostilled set including: a copy of Certificate of Incorporation, copy of Minutes of Subscribers Meeting, copy of Minutes of First Meeting of Directors, copy of Memorandum and Articles of Association, and an original Power of Attorney (if a professional director is appointed).
7. Company seal.

Every UK company must annually submit an Annual Return to Companies House. The Annual Return is a snapshot of the company and should include the following information:

• company name;
• registration number;
• date that the Annual Return is made up to;
• principal business activity of the company;
• type of company, for example, private or public;
• registered office address of the company;
• address at which the company keeps its company documents, if other than the registered office, and what documents these are;
• details of the company secretary (individual or legal person), if any;
• details of all the directors of the company (individuals or legal entities).

If the Annual Return is not delivered, the Registrar might assume that the UK company is no longer operational and might take steps to strike it off the register.

UK companies are required to maintain accounting records and keep them at the registered office or any other location that the directors may think appropriate. The records must be available to the company officers for inspection at all times.

If a company keeps records outside the UK, it must send accounts and returns at least every six months and keep them in the UK. Those documents must disclose the financial position of the company and enable the directors to prepare accounts that comply with the requirements of the Companies Act and the International Financial Reporting Standards.

Private companies must keep accounting records for 3 years from the date of their making. Public companies must keep records for 6 years.

All UK companies are required to prepare annual accounts reflecting the financial position of the company and the results of its financial activities for the year.

Accounts must normally include:

• a profit and loss account;
• a balance sheet signed by a director on behalf of the board;
• notes about the accounts;
• group accounts (if applicable).

Accounts must also be accompanied by:

• a director’s report signed by the secretary or director, including an analysis of activities (or a strategy report) if the UK company does not qualify as small;
• an auditor’s report stating the name of the auditor, signed and dated by the auditor (unless the UK company is exempted from audit).

If a UK company is not eligible for exemption from audit (see below), then its accounts must be audited by an auditor and a corresponding report must be attached to the accounts.

Until the first general meeting of shareholders, the directors may themselves appoint an auditor. Thereafter, auditors are usually appointed by the shareholders’ meeting. The auditor must be a member of a recognized supervisory body and be authorized by that body to act as auditor.

To qualify for an audit exemption, a UK company must be either a dormant company or a small company during the financial year. To qualify as small, a company must meet two of the following conditions:

• The annual turnover must not exceed GBP 10 200 000;
• The balance sheet total must not exceed GBP 5 100 000;
• The average number of employees must be no more than 50.

[1] Companies House can reject any name that it considers inappropriate or that coincides with or is similar to the names of existing companies.

[2] The Registered Agent / Compliance Officer has the right to request other documents and information for the persons in the company structure.

[3] The fees are valid as of February 2024.

[4] With postal address in London.