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Formation of a Private Company

Private Company Limited by Shares

Registering a Private Limited Company

There are a variety of types of private limited company. The most common in the UK is the private company limited by shares. There is no minimum on the initial capital requirement, no trading certificate is required and the rules relating to capital maintenance are less onerous than for public companies.

There are some prohibitions on company names ; the company name must end in “Limited”, it must not be the same as any other name on the register, it must not be criminal or offensive. Failure to comply with these rules will result in Companies House’s refusal to register the company. Names must not indicate a link with national or local government, unless approval is provided and names containing “sensitive” words require approval of the Secretary of State. If the company name is too similar to an existing name, the Secretary of State may order a change of name within 12 months of registration, or within 5 years if inaccurate information is provided at incorporation or if the name is so misleading as to cause harm to the public.

Incorporation is covered under Part 2 of the Companies Act 2006. All that is required for application is a Memorandum of Association to be sent to Companies House, along with an application for registration.

The application must contain the following:

  • The company’s proposed name;
  • It’s country of registration within the UK;
  • The liability of its members;
  • A statement indicating that the company is either private or public;
  • A statement of capital, or a statement of guarantee;
  • A statement of the proposed officers of the company;
  • A set of articles of association if the standard default model is not to be used;
  • A statement of compliance; and
  • The fee.

The company may be formed by one or more persons. The subscriber(s) to the Memorandum of Association state that they wish to form a company and take at least one share each. The application for registration is fulfilled by way of a Form IN01 which contains details on the company name, the location of its registered office, whether members’ liability is to be limited and if so, if it is to be limited by shares or by guarantee. It contains a statement of capital and initial shareholdings and must propose at least one director. Each director must sign to consent to his appointment. One director at least must be a natural person and must be over the age of 16. The Statement of Compliance must be signed by the subscribers to the Memorandum, or may be signed by the agent of the subscribers. The fee for this application is £20, or £50 for a same day registration. Electronic applications are £15 and £30. The application is sent to Companies House in Edinburgh to be processed.

 Trade Marks
 Competition Act
 Directors’ Duties
 Directors’ Duties – General
 Memorandum & Articles of Association
 Company Voluntary Agreements
 Company Contracts
 Public Limited Companies
 Formation of a Private Company

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