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Legals

Whatever you think about the law it’s unavoidable. From the outset your start up business will encounter legal rules and regulations. How your company handles them is therefore clearly going to be critical to its development.

Videos

Key changes to consumer law in 2015

Selling directly to consumers? This short BBC video explains some of the new consumer protection measures which came into force in 2015.


Articles and PDFs

Small business and the law

A business can't avoid the law. How it deals with legal matters is therefore inevitably going to be critical to its development and growth.


What different types of company can be formed in the UK?

If you are thinking of starting up a company in the UK, here is a look at the different types that can be formed.


How to identify who's in control of your company

A detailed look at the process a company should follow to identify their People with Significant Control (PSCs).


The options for limited company names have increased

Legal changes in 2015 have targeted making the process of choosing a company name simpler and increased your options in the process.


All under (significant) control?

From 6th April 2016 every affected UK company and Limited Liability Partnership must start to keep a Register of People with Significant Control or PSC Register.


Why you should think about trade marks when choosing a company name

The TrademarkHub explain how trade marks can make your company name a recognised asset of your business.


How to register a company in the UK

A guide to the different ways you can register a company in the UK.


Why company formation applications are rejected

A look at some of the most common reasons why company applications are occasionally turned down.


Companies House filing requirements – what do I need to send every year?

If you’ve only just launched your limited company in the UK, you need to know what the Companies House filing requirements are.


Basic agreements – legal documents and shareholders agreements

Online providers are leveraging technology to allow small businesses access to a more cost effective means of dealing with legal matters.


Learn an Olympian lesson – use a non disclosure agreement to protect your ideas

Learn an Olympian lesson from Facebook's predecessor ConnectU when sharing information with third parties.


A shareholders agreement is your insurance policy

When you have two or more people involved in a business, the best practice message is, and always has been, clear and simple.


What do King Kong, a dentist and the Prince of Wales pub have in common?

No matter how angry he got about it, King Kong would need prior approval if he wished to use his name as part of his new company name.


Top 5 tips on choosing a company name

Choosing a company name can be tricky but it is worth spending the time on.


Quick info

Legals

Can I reserve a company name?


Legals

What is a Private Company Limited by Guarantee?


Legals

What articles of association will my new company have?


Legals

Do I need to check the company name with Companies House?


Legals

What are sensitive words in a company name?


Legals

What is a company's registered office address?


Legals

Can I change the registered office address of a company?


Legals

What are a company's statutory registers?


Legals

What is a Private Unlimited Company?


Legals

What is a Private Company Limited by Shares?


Legals

What is a Public Company Limited by Shares?


Legals

Can I change the articles of association of my UK company?


Legals

What does 'disclosure' mean for my company?


Legals

Where must I display my company name?


Legals

How do company shares work?


Legals

How do I get my company's certificate of incorporation and why do I need one?


Legals

What is a company director's service address?


Legals

Does my company need to have a company secretary?


Legals

What is the minimum number of directors required for my company?


Legals

Can anyone be a company director?


Legals

Can I have a corporate director in my company?


Legals

Do company secretaries require a formal qualification?


Legals

What is a SIC code?


Finances

What is a company's accounting reference date?


Finances

Is a company's financial year and accounting period the same thing?



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Can I reserve a company name?

Unfortunately you cannot reserve a company name with Companies House. The name you want can only be taken by forming a company approved by Companies House.

If you need some further assistance please read the Companies House Guidance on Choosing a Company Name.  Also why not have a look at our blog article on tips on choosing a company name.

Companies House also provide guidance on sensitive words and expressions, and under the Company, Limited Liability Partnership and Business Names (Sensitive Words and Expressions) Regulations 2014 list all the words that would require approval to be used in a company name.

Or for a summary of the changes which took effect on 31st January 2015 as a result of these regulations have a look at our blog article on the options for limited company names.  


If you are at all unsure though about a word you wish to include in your company name please just get in touch.

What is a Private Company Limited by Guarantee?

A 'private company limited by guarantee' is a company that does not issue shares and therefore has no share capital.

Members of a private company limited by guarantee are known as 'guarantors' not shareholders. Their liability is valued up to the amount they are willing to contribute to the assets.

If you are interested in forming this type of company simply contact us and we will be happy to arrange this for you.

Also if you would like a more detailed view of the characteristics of this type of company take a look at our Basics of Business™ article about the different types of company that can be formed in the UK.

What articles of association will my new company have?

Your company's articles of association are effectively the rules of the company and ensure it's smooth running by setting out how decisions can be made.

When you form your new company with us at Lightwork Business we issue a template set of articles of association which are based upon the model articles set out in schedules 1-3 of the Companies (Model Articles) Regulations 2008 (SI No. 3229) but also include some key amendments.

The following key enhancements have been made to Lightwork's Articles to handle identified shortfalls in the model Articles:

  • We make proper provision for different classes of shares.
  • We add additional provision for member's rights, proxies, meeting regimes, share pre-emption and director conflicts.
  • We allow the company to buy back its own shares in certain circumstances (e.g. if the company's shares are valued at less than £15,000).
  • We have removed the Chairman's right to have a casting vote at Director's meetings as we believe it is more appropriate in a small private company that the Chairman does NOT have a casting vote. 

Do I need to check the company name with Companies House?

When setting up your limited company, Lightwork Business will check the availability of your chosen name directly with Companies House in real time. So before you get started you can be assured the name is currently available and hasn't already been taken by somebody else.

We can't unfortunately guarantee that your choice of limited company name will be accepted, as the ultimate success of an application is subject to approval by Companies House, but our real time company name checker is as close to a guarantee as we can get!

Also check out our blog articles on tips on choosing a company name and the options for limited company names to help you choose that great name that will get your company off to the best possible start!

And of course please don't hesitate to contact us if you need any more help.

What are sensitive words in a company name?

Sensitive words are words or expressions which when used in a company name could imply a business pre-eminence, status or a specific function. The use of these words therefore requires approval in order to protect the general public from being misled by the name of your company.

Before 31st January 2015 the most commonly used sensitive words were words like 'International', 'Group' and 'Holdings' but the rules then changed and the number of sensitive words requiring approval were reduced.

For a summary of the changes check out our blog article on the options for limited company names. It may help trigger some ideas for a limited company name you previously hadn't thought of! And our company name checker is also set up to flag in real time if you choose a company name with sensitive words and guide you what to do next. So there's no chance of you choosing a name you'll not be able to use!

If you are at all unsure though about a word you wish to include in your company name please just get in touch and we'll be more than happy to help.

What is a company's registered office address?

A registered office is the legal address of a UK company and all UK companies must provide one. It must be a physical location in the UK. 

It can be your business address but it does not have to be. It could be the address of your accountant, lawyer, or any other address that you choose to be suitable to receive official letters and legal notices. 

You need to ensure that any official notices sent to this address will be received and can be responded to promptly, and that certain documents are available for public inspection at it on request - for example the company's statutory books. At the registered office you also must display the company name (see Disclosure of Company Name).

 

Want to get your own business off to a great start? 

Use our registered office address at 78 York Street, London, W1H 1DP and give your company a prestigious base in the heart of London's Marylebone within the City of Westminster.  You'll keep your own address private at the same time!

Simply choose our 'Prestige & Privacy' package or if you already have a limited company but would still like to use our prestigious address as your registered office then please just get in touch.

Can I change the registered office address of a company?

Yes, the registered office address of a UK company can be changed. 

Companies House must be notified and the registered office address change will not be effective until Companies House has processed the new details.

 

Want the peace of mind of Lightwork Business handling changes like these for you?

Let us worry about guiding you through the compliance maze and you stay focused on the thing that really matters - your business!

Simply choose our 'Compliance package' or if you already have a limited company but would still like us to take care of all things compliance then just get in touch.

 

What are a company's statutory registers?

Every company in the UK is required to keep up-to-date statutory registers and to provide access to them.

Also referred to as statutory books, company registers or company books, these registers are a statement at any one time of the ownership structure and control of the company.

They include the:

A UK company's statutory registers must be available for public inspection on request at the registered office unless an alternative address has been recorded at Companies House.

This alternative address is known as a Single Alternative Inspection Location (SAIL). After setting up a SAIL address the company can move as many registers to the SAIL address from the registered office as they choose by notifying Companies House.

What is a Private Unlimited Company?

In a Private Unlimited Company in the UK there is no limit to the amount the directors or members need to pay if the company fails and has to be shut down.

This compares to a Private Company Limited by Shares where the liability of a shareholder is limited to the amount unpaid on their shares, and a Private Company Limited by Guarantee where the liability of the guarantors is valued up to the amount they are willing to contribute to the assets.

Private Unlimited Companies also are not bound by law to submit annual accounts to Companies House.

For a more detailed view of the characteristics of the different types of company that can be formed in the UK take a look at our Basics of Business™ blog article.

What is a Private Company Limited by Shares?

A company that has had shares issued but whose shares are not for sale to the general public.

In a UK private company limited by shares, the liability of a shareholder is limited to the amount unpaid on their shares. In other words if a director or shareholder holds 1 share with a value of £1 their financial liability would be  £1.

For a more detailed view of the characteristics of the different types of company that can be formed in the UK take a look at our Basics of Business™ blog article.

Or if you're ready to form a private company limited by shares now you can start your new business journey right now. We'll guide you every step of the way!

What is a Public Company Limited by Shares?

A UK public company limited by shares is the same as a Private Company Limited by Shares with one exception - in this type of company the shares can be offered for sale to the general public.

Shares in public companies are often quoted on exchanges such as the London Stock Exchange. 

To find out more about the characteristics of the different types of company that can be formed in the UK take a look at our Basics of Business™ blog article.

Can I change the articles of association of my UK company?

In short, yes you can.

But once a UK company is formed then it needs to change its articles of association by a special resolution which requires the consent of 75% or more of the shareholders or the company's officers.

If the articles are changed then there is a legal requirement to notify Companies House within 15 days of the resolution being passed.  You need to send the special resolution along with the amended articles of association (showing where they have been amended) to Companies House in order to comply.

What does 'disclosure' mean for my company?

The Companies Act requires you to display the registered name of your UK company at:

  • Its' registered office.
  • Any inspection place.
  • Any location at which the company carries on business unless the location is primarily used for living accommodation.

You must also include your company registration details - company name, company number, place of registration and registered office address - in your company letters, emails, order forms and on any websites.

Where must I display my company name?

Unless a UK company has been dormant since incorporation, it must display a sign with its registered name at:

  • Its' registered office.
  • Any inspection place.
  • Any location at which it carries on business unless the location is primarily used for living accommodation.

The registered company name - together with other details such as company number, place of registration and registered office address - must also be included on all business communications such as letters and emails.

How do company shares work?

The division of shares in a company in the UK determines two very important factors:

1. The amount of control each shareholder has over the company, and
2. The percentage of profit received by each shareholder.

If a shareholder has more than 50% of the share capital they are said to have a 'controlling interest'.

If someone is issued with a share, this shareholder must be issued with a Share Certificate once they have paid the company the value of the share.

When there are two or more people involved in a company, it's typical that a shareholders' agreement - which defines the roles, responsibilities and relationships of a group of shareholders - is created so that everyone knows where they stand.

How do I get my company's certificate of incorporation and why do I need one?

When Companies House decides to allow the incorporation of the company it will allocate it a registered number. They will then issue you a certificate of incorporation which shows the following key information:

  • Your company's name,
  • Your company's number, and
  • Date of incorporation.

Your certificate of incorporation will also be authenticated by the Registrar of Companies official seal and is a frequently required legal document. For example, when you open your company's bank account or if you ever go though some kind of due diligence.

If you form your private limited company with Lightwork Business your certificate of incorporation will be available to you in electronic format and can be downloaded from your dashboard on our secure platform anywhere, anytime!

What is a company director's service address?

Until Oct 2009, the residential addresses of company directors and company secretaries were publicly available at Companies House. 

Since then Directors have had the choice of providing a 'service address' if they want to prevent their residential address from being in the public domain.

Directors still need to give a residential address to Companies House when they are appointed but it is now kept confidential with no right of access to the public.

 

Want to protect your own residential address as a company director? 

Use 78 York Street, London, W1H 1DP in the heart of London's Marylebone within the City of Westminster as your service address and keep your own address private. It also looks prestigious at the same time!

Simply choose our 'Prestige & Privacy' package or if you already have a limited company but would still like to use our prestigious address as your director's service address then please just get in touch.

Does my company need to have a company secretary?

There is no legal requirement for a UK private company to have a company secretary. 

However all the compliance obligations that usually fall to the company secretary still have to be met. These include maintaining statutory books - for example registers of members, directors and secretaries - as well as monitoring changes in relevant legislation and taking appropriate action.

The articles of association of a company may though require that a company secretary is appointed.  If you are forming your UK limited company with Lightwork Business our Articles do not require you to have a company secretary.

Public companies by contrast are legally required to employ a company secretary.

 

Want the peace of mind of Lightwork Business guiding you through the compliance maze while you stay focused on the thing that really matters - your business!

Simply choose our 'Compliance package' or if you already have a private limited company but would still like us to take care of all things compliance then just get in touch.

What is the minimum number of directors required for my company?

The Companies Act 2006 requires that all types of private company in the UK must have at least one director. If a company only has one director then that director must be an individual rather than a corporate entity (e.g. another company).

The Articles of Association of a company may also impose a minimum number of directors.

If you are forming your UK limited company with Lightwork Business then our Articles will allow you to have the statutory minimum number of directors which is one.

Can anyone be a company director?

To be a director of a company in the UK you must:

  • be at least 16 years old.
  • not have been disqualified previously from being a director (unless the court has given you permission).
  • not be an undischarged bankrupt.

It is the decision of the members or shareholders of the company who should be appointed a director. The decision to appoint the director should be based on the members' or shareholders' belief that the chosen individual has the ability to run the company well on their behalf.

A director does not however have to be an individual. A corporate entity (e.g. another company) may be appointed as a director of a company in the UK but there must be at least one individual appointed as a director.

Can I have a corporate director in my company?

Yes.

A corporate entity (e.g. another company) may be appointed as a director of a company in the UK, however there must be at least one individual appointed as a director.

Do company secretaries require a formal qualification?

A company secretary of a UK private company does not need to have any professional qualifications or previous experience.

The directors of a public company in the UK are however required by the Companies Act 2006 to ensure that their company secretary has "the requisite knowledge and experience to discharge the functions of Secretary of the company". In addition the company secretary must have at least one of a select number of qualifications.

What is a SIC code?

A Standard Industrial Classification (SIC) code describes what a business does.

SIC codes are split into trade groups - e.g. manufacturing, education, accommodation and food service activities etc - and within each group more specific individual codes are assigned to businesses depending on what they do. They are publicly available and are used by Government bodies like Companies House and the Office for National Statistics to provide an overview of the activities undertaken by UK companies.

When do I need a SIC code?

The fact that your company even has a SIC code might well be a surprise to you. It's not a piece of information which most businesses have to think about on a regular basis.

However you will need at least one SIC code when forming your company to describe the company's planned business activity. If you've already got your company though you will need your SIC code when you file your next confirmation statement. Any changes to SIC codes need only be reported at the company's next confirmation statement. You don't have to make an immediate submission to Companies House when the change occurs.

What is my company's SIC code?

Most business owners don’t know their SIC code. If you're forming your new company you can use the Companies House list to find it or if you start your company with Lightwork Business we provide a really simple keyword search tool to let you easily find the SIC code or codes that best describe what your business will do. Existing companies may already have notified a SIC code in a previous confirmation statement filing to Companies House and therefore can check what was included in it.

The vast majority of companies select a single SIC code which they feel describes the nature of their business. However, you can choose up to four SIC codes, so if your business is particularly complex, or a single code can’t on its own describe what the company does, you can choose to include more than one.

 

What is a company's accounting reference date?

A UK company's accounting reference date is the end of it's financial year. It is often abbreviated to 'ARD' and is the date a company must make its annual financial accounts up to.

As each financial year comes to an end, you will have to:

  • Arrange to complete your company's annual accounts,
  • Send a copy of the accounts to each shareholder in the company,
  • Send a copy to Companies House, and
  • Send a copy to HMRC.

The annual accounts are needed to report your business’s activity during that financial year, up to and including the accounting reference date.

It’s very easy to change the ARD subsequent to company formation if you intend to extend or reduce your 12 month financial year. There is no limit to the amount of times you can shorten a company's financial year but you can only extend it once every five years, except in certain circumstances. You can also only change the ARD before the deadline for providing your company's annual accounts - i.e. nine months after your accounting reference date. You can not change the ARD though if the company's accounts are already overdue.

Is a company's financial year and accounting period the same thing?

In short no, the two things are different.

The financial year of company is determined initially by the date your company is incorporated with Companies House. It's accounting period for corporation tax is instead decided by HMRC for the preparation of the company tax return and paying corporation tax.

The accounting period doesn't start until your company starts trading - i.e. it becomes 'active'.

Your company may start trading the day it is incorporated and as a result your company's financial year and accounting period will start on the same day and so be the same. However, if your business doesn't become 'active' straight away, your accounting period for corporation tax will probably start at a later date.

At the point when your company becomes active, you must inform HMRC within three months. HMRC will then approve the start date of your corporation tax accounting period. It will finish on your accounting reference date, exactly like the annual accounts.


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Name and registered office: Lightwork Group Limited, 200-203 Strand, London, WC2R 1DJ
Registered in England and Wales (Company no. 04450299)

© 2017 Lightwork Business

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