UK Company Formation and Administration Services - Register today!
UK PRIVATE LIMITED COMPANY (LTD)
Oxford can assist you with the formation and administration of UK limited liability companies and provide you with all necessary services for the maintenance and administration of the entity. Nominee services are also provided.
Shelf Companies are available upon request for immediate delivery.
Companies incorporated in the United Kingdom (UK) can have either a limited or unlimited liability. The most commonly used company structure is the private company limited by shares. The UK Limited Liability Companies have a separate legal personality from its members. As such, shareholders personal assets remain separate and the only exposure the shareholder may have is on the money invested in the company and the unpaid share participation.
The current Company Law is designed around the needs of both big public companies and small companies to seek the advantages of corporate status and limited liability. Also, the potential tax advantages and simplicity in operating a private limited company make it the most common form of legal entities in the UK.
The internal structure of a UK Limited Company and its statutory requirements is straight forward and constitutes an adequate corporate and tax solution for many businesses.
Main Advantages Associated With UK Private Limited Company
Limitation of Liability –The company is a separate corporate body distinct from the shareholders and liability for payment of the any debt stops with the company.
Profits – Profits made by the company can be distributed to the shareholders in the form of dividends.
Ownership & Control – UK Private Limited Companies are flexible in their control and ownership and decisions can be made quickly and easily.
Separate Legal Entity – Being a separate legal entity a UK Private Limited Company can benefit from continued existence and ownership can be easily transferred to another person.
Business Objectives – UK Private Limited Companies do not have to stipulate their business objectives in the Memorandum of Association.
Main Features of UK Private Company Limited By Shares
- Corporate names cannot be reserved, but can be checked for instant availability;
- The Company name must end with the words “limited”, “ltd” or “Public Limited Company” plc”;
- Similar names with the proposed one will be rejected by the Companies House by means of similarity;
- The previous approval of the Secretary of State shall be required if inclusion of any of the words such as “British”, “National”, “International” and European” is needed.
- There is no minimum authorized share capital for private limited companies;
- A company need not issue all its capital at once. The minimum issued share capital is one (1) share;
- Unissued shares can be issued at any time by the directors, subject to the provisions of the company’s Articles of Association;
- Ordinary Shares, Cumulative Preference Shares, Redeemable Shares and Non Voting Shares are permitted;
- There is no requirement for shares to be fully paid-up at the time of allotment. Payment in kind, other than cash, is permissible;
- Shares in a Private Limited Company can be transferred by private arrangement between the seller (transferor) and the purchaser (transferee).
- Share capital can be in any currency or have multiple classes in various currencies.
- At least one (1) director must be appointed;
- At least one director must be a physical person;
- Directors can be of any nationality (no need to be UK resident);
- Board of Directors meetings can be held anywhere in the world;
- There is no requirement for the Board of Directors to hold an Annual Meeting.
The appointment of a Secretary is optional, however it is advised to appoint a secretary at the registered office so all requirements can be easily fulfilled.
All UK registered companies must have a registered office located either in England and Wales or in Scotland.
PUBLIC RECORDS / FILINGS
- The identity of the company’s shareholders, directors and secretary is disclosed to the Companies House and forms part of public records which is available to the public;
- Any changes of the Company’s corporate structure must be filed with the Companies House;
- Annual Returns along with the annual Financial Statements must be prepared and filed at the Companies House.
Companies which are resident in the United Kingdom are subject to corporation tax on their worldwide profits. Tax is imposed on the total amount of income earned from all sources in the company’s accounting period.
Non resident companies are subject to UK corporate tax only if they trade in the UK through a permanent establishment. A permanent establishment arises either from a fixed place of business in the UK through which the non-resident company carries on its business, or from an agent exercising certain authorities to perform the company’s business in the UK on behalf of the non-resident company.
A company is resident in the UK if it is incorporated in the UK or if the management and control of the company is duly exercised there. However, companies regarded as resident under domestic law, but as non-resident under the tie breaker clause of a double tax agreement, are regarded as non-resident for corporate tax purposes.
Corporation Tax (which includes Capital Gains Tax) is required to be paid by Private Limited Companies based upon their accounts which are submitted to the tax authorities and Companies House at the end of the financial year. A company may claim the small profits rate of corporation tax, which is 20% if its taxable profits for an accounting period are less than GBP 300,000. On profits over GBP 1.5 million the rate is 26%.
Capital Gains on chargeable assets are taxed at the normal corporation rate.
Subject to certain conditions any capital gain on disposals made by trading companies or groups with substantial shareholdings (more than 10%) in other trading companies or groups are exempt from UK tax.
Dividends paid by UK resident companies are not subject to withholding tax. A dividend or other income distribution received on or after 1 July 2009 is generally exempt from UK corporation tax if all of the following conditions are satisfied:
- The distribution falls within an exempt class or, if the recipient is a “small” company, the payer is resident in a qualifying territory;
- The distribution is not of a specific kind;
- No deduction is allowed to a resident to any jurisdiction outside the UK under the law of that jurisdiction with respect to the distribution.
All interest payments by UK resident companies may be made without the imposition of withholding tax if the paying company reasonably believes that the interest is subject to UK corporation tax in the hands of the recipient.
Value Added Tax (VAT)
The standard rate of VAT is 20%. VAT on any supply of goods or services, other than an exempt supply, made in the UK by a taxable person in the course of business (taxable if annual supplies exceed GBP 70.000) If the company requires VAT registration then a UK bank account is required. Once the bank account is opened then the VAT application can be processed.
We can assist with the registration of VAT with HM Customs and Excise, and prepare the quarterly returns for submissions to the relevant authorities.