The United Kingdom (UK) has a well-established legal framework for company formation and operation, primarily governed by the Companies Act 2006. The UK offers several types of business entities under company law, each with its own characteristics and requirements. Here's an overview of the provisions of UK company law, the types of business entities, and the procedure for incorporating a company in the UK:
Provisions of UK Company Law:
- Companies Act 2006: The Companies Act 2006 is the primary legislation governing companies in the UK. It sets out the legal framework for the formation, operation, and dissolution of companies.
- Company Types: UK company law recognizes various types of business entities, including private limited companies, public limited companies, limited liability partnerships (LLPs), and more.
- Directors' Duties: The Act outlines the duties and responsibilities of company directors, including their fiduciary duties to act in the best interests of the company.
- Shareholder Rights: The Act also provides for the rights and responsibilities of shareholders, including their voting rights, dividend entitlements, and information access.
Types of Business Entities under UK Company Law:
- Private Limited Company (Ltd): A private limited company is a separate legal entity with limited liability for its shareholders. It is the most common type of business entity in the UK.
- Public Limited Company (PLC): A public limited company is a publicly traded entity, and its shares can be offered to the public. PLCs are subject to additional regulatory requirements.
- Limited Liability Partnership (LLP): An LLP is a hybrid entity that combines elements of a partnership and a limited company. It provides limited liability to its members (partners) and is often chosen by professional service firms.
- Sole Trader/Proprietorship: A sole trader operates as an individual without the formalities of incorporating a company. The owner has unlimited personal liability.
- Partnership: A general partnership involves two or more individuals or entities sharing profits and losses. Partners have unlimited liability for the partnership's debts.
Procedure for Incorporating a Company in the UK:
1. Choose a Company Name:
- Choose a unique and suitable name for your company. Ensure it complies with naming regulations.
2. Registered Office:
- Provide a registered office address for the company. This must be a physical address in the UK.
3. Directors and Shareholders:
- Appoint directors (at least one) and shareholders (at least one). Directors' information will be publicly available.
4. Memorandum and Articles of Association:
- Draft the company's memorandum and articles of association. These documents outline the company's constitution and internal rules.
5. Register with Companies House:
- Submit the necessary incorporation documents, including Form IN01, to Companies House. Companies House is the UK's registrar of companies.
6. Pay the Registration Fee:
- Pay the registration fee, which varies depending on the method of filing and the speed of registration. There are standard, same-day, and next-day registration options.
7. Receive Certificate of Incorporation:
- Once your application is approved, you will receive a Certificate of Incorporation, confirming your company's legal existence.
8. Statutory Books and Records:
- Maintain statutory books and records, including registers of directors, shareholders, and minutes of meetings.
9. Compliance with Annual Filing:
- Ensure compliance with annual filing requirements, such as filing annual financial statements and annual confirmation statements with Companies House.
Applicable Forms, Documents, and Fees:
- Form IN01: Application to register a company
- Memorandum and Articles of Association
- Form AD01: Change of registered office address
- Form AP01: Appointment of director
- Form SH01: Return of allotment of shares
- Registration fees vary based on the method of filing, such as standard, same-day, or next-day processing.
Please note that UK company law and regulations may evolve over time, and our team is here to help you for the most up-to-date information on procedures, forms, documents, and fees related to company incorporation in the UK.