UK Limited Company (Ltd.)

Private Limited Company should be registered with Companies House in accordance with Companies Act 2006.

Please review the main requirements as to formation and administration of a Private Limited Company.

    • Company Name

      • Can't be exactly the same as another registered company’s name;
      • Must end with Limited or Ltd.
      • Can’t contain “sensitive ” words unless you get permission. For example, «Bank», «Fund», «Dentist», «Trust», «Royal» and others.

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    • Shareholders and Share Capital

      • A company must have at least one shareholder, which also can be a director. There is no maximum number of shareholders. Any physical or legal person, resident of any country can be shareholder of a company.
      • Share capital can be denominated in any currency.
      • A company may have different classes of shares denominated in different currencies. There are 4 types of shares, but in most cases ordinary shares are issued.

    • Directors

      • At least one director must be a natural person, resident of any country. There also can be other corporate directors.
      • Directors must not be under age of 16
      • Directors must not have been disqualified from acting as a company director (unless the court has given them permission to act for a particular company)
      • Directors must not be an undischarged bankrupt (unless they have been given permission by court to act for a particular company).

    • Secretary

      • A private company does not need to have a secretary.

    • Registered Office Address

      • Every company must have a Registered Office address in the UK. It must be a physical location in the United Kingdom at which official documents can be served. 

    • Person with Significant Control

      A person with significant control (PSC) is someone who owns or controls your company. They’re sometimes called ‘beneficial owners’. Details of PSC must be recorded and submitted to Companies House. 

    Annual Requirements

    A company must prepare and submit on annual basis:

    • Confirmation Statement

       It is a snapshot of general information about a company’s directors, secretary, registered office address, Persons with Significant Control or Relevant Legal Entities, shareholders and share capital.

    • Accounts

      Financial report about a company’s business activities for a financial year. Usually, financial year is a 12 month period. However, financial year can be shortened or extended under special terms. If a company never traded during its financial year or the only transaction was the issue of subscriber shares, it is considered to be dormant and should submit dormant accounts. There are late filling penalties if you submit company accounts late. Penalties Explained.

    • Tax Return

      Companies, which are not dormant must submit tax returns to HMRC. There are late filling penalties if you submit company tax return late. Penalties Explained.

    Audit

    For financial years that begin on or after 1 January 2016 your company may qualify for audit exemption if it has at least 2 of the following:
    • Annual turnover must not be more than £10.2 million• The total assets of not more than £5.1 million • The average number of employees must not be more that 50

    Picture about the company

    Taxation

    The main tax for a company is Corporation Tax. The United Kingdom is not an offshore jurisdiction, thus all income received in any country of the world is taxable. Tax rates can be changed on 1st of April of every year.

    From 01st April 2017 the following tax rates apply:

    • Net Profit

      Tax Rate

    • 300,000 GBP or less

      19%

    • Above 300,000 GBP

      19%

    At Budget 2016, the government announced a further reduction to the Corporation Tax main rate for the year starting 1 April 2020, setting the rate at historically low 17%.

    VAT. Standard VAT rate since 04th January 2011 – 20%.

    A Company must register for VAT with HM Revenue and Customs (HMRC) if 
    • Your business VAT taxable turnover is more than £85,000 (the “threshold”) in a 12 month period
    • You expect to over threshold in a single 30 day period
    • You receive goods in the UK from the EU worth more that £85,000.

    If a company is VAT registered, it should submit VAT returns on a quarterly basis notwithstanding whether or not it made VAT taxable supplies.
    There is no threshold if neither Director (Shareholder) nor your business is based in the UK. Such companies are not required to be VAT registered.  

    Public Information
    Information about companies is open for public in the UK. All accounts, annual returns, names of Directors, Shareholders (including resigned), Persons with Significant Control or Relevant Legal Entities are available for public. Information about beneficial owner of the company can be protected only if you use Nominee Directors and Shareholders.

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