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| Business Start-Up: Legal Requirements | | |
 A private company limited by guarantee in England and Wales must have at least one director, one member, and may have a secretary.
You need at least one person to form this type of company. If there is only one director, and that director is a natural person in your company, that director can also act as the secretary.
A company must have at least one director who is a natural person. This requirement is met if the office of director is held by a natural person as a corporation sole or otherwise by virtue of an office.
You can register a sole director' company, if you are familiar with the secretaries duties and responsibilities, because all of them belongs to a sole director.
The directors and secretary of your company can also be members.
The Companies Act imposes no restriction on the minimum age of company directors. However Companies House will actively discourage the appointment of anyone under the age of 16 from taking up a company directorship on the grounds that the individuals concerned may not fully understand the legal liabilities that go with the position and for the most part will not have the experience necessary to perform the duties of a company director.
Under the Companies Act, there is no restriction on any or all of the members being from an overseas country (i.e. outside the United Kingdom in terms of residency, domicile, citizenship, place of incorporation or all or any of those concepts).
There is no requirement for the officers of your company to be UK citizens or residents, nor for them to hold valid work permits.
Owning, or being an officer of a UK company does not, however, grant you any right to live or work in the UK if you are a foreign national.
Your company must have a registered office address within England or Wales; this is the official address of your company and will be on the public record as such.
Your company must hold its official company documents at its registered office address: its register of shareholders, and its constitutional documents.
So long as you maintain a registered office address in England or Wales, you can conduct your business from any place in the world: you do not have to run your business from your registered office address.
A guarantee company can hold property, and can borrow money in its own name.
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| 1. Guarantee Company subscribers may be residents outside the UK.
2. You must appoint a minimum of 1 Director.
3. Directors can be corporate bodies or private individuals.
4. A Director can be of any nationality.
5. All non-profit companies must appoint a company Secretary.
6. A Secretary can be of any nationality.
7. If there is only ONE Director he or she CANNOT also be the Secretary.
8. They have legal identities separate from its members.
9. Individual members are almost totally protected against liability.
10. They can buy and sell property in the name of the organisation.
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- DEAR VISITORS, If you want to become familiar with the description and the contents of UK guarantee company formation packages, offered by Coddan and to find above, what kind of service is included in this or that UK non-profit companies registration package, to get an idea about the price of annual renewal of the service, and about the general legal requirements to the guarantee company incorporation within foreign countries, please, select the package you need from the list, situated below the banner. The information in the banner will be renewed according to the package you've chosen. The basic document package we provide will not differ significantly from that available at a major corporate law office.
Form a company online in minutes at lawyer-free prices. Coddan was developed by expert attorneys with experience at the most prestigious law firms in the country. We've helped over 50,000 satisfied customers, and our know-how allows us to prepare legal documents quickly and efficiently. Our documents contain advanced provisions that are not found in simple "do-it-yourself" kits or manuals. Coddan lets you take care of common legal procedures without ever leaving your home or office. We're open 24 hours a day, 7 days a week. Our research area contains plenty of helpful guidance. Simply answer an easy-to-understand questionnaire, and Coddan takes care of the rest - no need to download, no need to print. You will receive the completed legal documents printed on quality acid-free paper.
Did you know that 70% of those who try to complete their own legal documents make mistakes? With Coddan, you can rest assured, knowing that your documents are treated with the utmost care and attention. Before you submit your order, Coddan will review the answers you provide on the questionnaire for consistency, completeness, spelling and grammar. Furthermore, our customer service specialists are available to answer your questions by phone or e-mail. Call us toll-free at (0) 800.081.1510 or (0) 870.080.2320.
With Coddan's lawyer-free service, you can save up to 100% off the rates an attorney would charge for the same procedure. In addition, our fees are "per project", not "per hour," so you will know exactly what the total price will be.
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We strive to be the best legal documentation service on the web. If you are not satisfied with our services for any reason, please contact us immediately and we will either correct the situation or provide a refund, your choice.
Please note » The prices payable for the items that you order are clearly set out in the web site. There will be no contract of any kind between you and us unless and until we receive payment from you. We act as your agent in the incorporation of companies and electronic filing of Companies House forms. We are not able to guarantee that any such filing will be acceptable to Companies House, nor are there any contractual obligation upon us to do so. If Companies House rejects incorporation or other electronic filing, we will credit your account with a full refund and the contract between us will be made void. Companies House does not offer a cancellation facility for the incorporation of companies or the electronic filing of documents. We will be unable to cancel any such submission on your behalf and will not refund any payment you have made. All prices shown at Coddan Web Site (www.uk-company-formation-agents.co.uk) are in Great British pounds.
Live Help » Live Help is a real time "chat" feature which enables you to interact with a customer service representative without a phone call. Get answers to your questions while using our website. Clicking the "Live Help" button will start an on-line session with one of our representatives. Live Help is currently available during normal business hours. Outside of the above opening hours our business center will be closed. When you click on the button you will see an e-mail form that will allow you to send us a mail with your questions. Live Help is absolutely free! There are no hidden fees. We offer the service as a courtesy to our website visitors.
 A Company Limited by Guarantee is an Alternative Type of Incorporation Used Primarily for Non-Profit Organisations That Require Corporate Status
The company limited by guarantee is a special type of company available to non-profit making organisations and charities. Instead of buying shares, anyone who wants to be a member signs a form agreeing to pay a sum of money (for example £1.00, £5.00, £10.00) if the company goes into insolvent liquidation (is bankrupt and has to be dissolved). This form is called the 'guarantee' and because members' liability is limited to the sum they each guarantee, then the company is said to be 'limited by guarantee'. The guarantee is legally binding while the guarantor remains a member and for one year after he or she ceases to be a member.
Unlike unincorporated associations and trusts, the company has a separate legal existence from its members. This means that, in its own right, it can employ people, own property, enter into contracts and sue or be sued in the courts. The day-to-day business is run by the directors, who are also defined in law as charity trustees if it is a charitable company. The directors may call themselves a management committee, an executive committee, board of trustees or board of directors. Charitable companies are bound both by the Companies Acts and the Charities Act, so they must send their annual accounts and annual returns to Companies House and to the Charity Commission.
A management company by guarantee is a limited company formed for the purpose of management of a Specific Property that has been divided into separate areas. i.e flats. For example the leaseholders / tenants of the property would form a Management by Guarantee company to pool funds for the maintenance costs of the communal areas of the building or to pool costs for long term projects such as roof repairs.
Or for example, the owners of the property may wish to set up a Management by Guarantee for managing the maintenance costs of the property on behalf of the tenants. Any monies leftover would go back into the company to cover any future maintenance costs.
The difference between the management company limited by shares and the management by guarantee is that there are no shareholders. This means no one person can benefit from any profits or any monies left over after maintenance and overheads have been deducted. If any monies do remain they can be designated to a charity or charities agreed by the members or as the Management company by Guarantee is a not for profit organisation themselves they can channel the remaining monies back into the property or charity to help fund their aims and objectives listed in their memorandum and articles which usually covers the funding for maintenance. The company has members and if the property is split between different owners or parties/tenants these parties will be members of the management by guarantee.
The examples given above are just a few situations where a management by guarantee company may be useful. If your situation is not reflected here and you need any further help please do not hesitate to contact us.
- Online UK Guarantee Company Formation and Search Services With Free Name Check, Enquiry and Order Forms and Online Payment Option.
There are two types of limited companies - those limited by shares (e.g. commercial companies) and those limited by guarantee (usually charities or non-profit distributing companies).
Companies limited by shares are owned by shareholders, of which there only needs to be one, and are run by boards of directors. Companies limited by guarantee have members and are usually run by a committee of management. In general, companies limited by shares carry out trading since guarantee companies can't usually pay the benefits of their trade to their members.
A company limited by guarantee is a registered company having the liability of its members limited by the memorandum to such amounts as the members may respectively undertake to contribute to the assets of the company in the event of its being wound up. Such companies are widely used for schools, professional and trade associations, clubs and management companies for blocks of flats.
The main differences between a guarantee company and a company with shares are: its members do not receive share certificates and whilst they control the guarantee company, through decisions taken by them at General Meetings, they do each not "own" a proportionate part of the guarantee company. Its members cannot receive any dividend, profit or other income from the guarantee company, nor can they share in its assets if the guarantee company comes to an end. Its members enjoy limited liability, but usually have to pay an annual subscription (at a rate set annually by themselves at General Meeting) and, if the guarantee company comes to an end through a liquidation, they are obliged to pay a final sum of £1.00 each to the Liquidator. The members elect the Board of Directors (usually called Trustees or Governors to avoid connotations of salaries and bonuses) which is responsible for setting and overseeing the policy of the guarantee company. The directors also enjoy limited liability, provided that they have not acted negligently, or fraudulently, or have not permitted the guarantee company to continue trading when it was insolvent (this is known as "wrongful trading").
We prepare and electronically submit new company registrations (formations) as soon as we receive your instructions. Incorporations can be completed within 1 working day. We can register your company in with Memorandum and Articles of Association suitable for registration as a charity. If you do not want to register as a charity we can form the company with less restrictive Memorandum and Articles of association. Charities have specific restrictions on paying Trustees (Directors) salaries and also restrict some commercial activities such as borrowing. These issues can be avoided by using the memorandum and articles that we have specially drawn up. Whichever format suits you does not affect the price.
- How is a Non-Profit Company Formed?
To incorporate a non-profit company, you must provide a non-profit company name, describe the "type" of non-profit company, the purposes for which it was incorporated, provide the internal rules for the company, and give an address for the company. A list of directors is also required, depending on the type of non-profit company being incorporated. The following information is provided to assist you in this process.
Guarantee companies can apply for exemption of the use of the word "limited" from the company name provided the detailed requirements of section 30 of the Companies Act 1985 have been met. The first step in incorporating a non-profit company is to choose a name. There are different types of names. You can have a "named" name, such as "ABC Resorts Limited," or a numbered name, such as "123 ABC Ltd."
The second step in forming a non-profit company is to set out your Memorandum of Association. The Memorandum of Association document is drawn up specifically for each non-profit company by, or on behalf of the individuals forming the company. This document includes the objects of the company and the type of non-profit company; limited by guarantee, or limited by share. The Memorandum of Association must have a clause stating that no dividends or income will be paid to members and that all profits or any income, if any, must be used to promote the company objects. Objects cannot indicate the carrying on of a profit making business.
In a company limited by guarantee, each member agrees to help pay the company's debts and liabilities before it winds up or stops carrying on its activities. The maximum amount of contribution each member must make must be set out in the Memorandum of Association.
In a company limited by shares, the Memorandum of Association must set out details describing the shares. These details will include that a fixed number of shares must be authorized. An unlimited number is not acceptable. The memorandum of association will state that the share structure is divided into shares without a nominal or par value, or divided into shares comprised partly of one of the foregoing classes and partly of the other.
The third step in forming a non-profit company is to set out your Articles of Association which are the rules for the company. The Articles of Association document is drawn up specifically for each non-profit company by, or on behalf of the individuals forming the company.
When you form your non-profit company, you must tell us where the company is located (registered office) and where you want your mail to go (mailing address) if this address is different. Directors are not always appointed at the time of incorporation. If the subscribers of the Memorandum of Association and Articles of Association are stated to be the first directors, then director information will be entered on records by Corporate Registry at the time of incorporation. The name of the guarantee company must be displayed at its Registered Office and at any other business office at which it carries on its operation. All notepaper of the guarantee company must show its full name as stated on its Certificate of Incorporation, its Registered Office address, its business address (if different), its registered company number and the fact that it is registered in Scotland. One can decide whether to show the names of Trustees (directors) on the notepaper but, if so, all of the Trustees must be shown, not just some. If the guarantee company is a charity, this must be stated on its notepaper, chequebooks and other stationary and it is advisable to include the Scottish charity number.
Constitution of a guarantee company. The constitution document is known as "the Memorandum and Articles of Association". It is in two parts - the Memorandum of Association and the Articles of Association. The Memorandum of Association explains: the type of company. Its main Objects (all of which must be charitable if the guarantee company is to be recognised as a charity), which describe the maximum extent of the guarantee company's ambit. Its powers (to enable the objects to be carried out). Restrictions on money being paid out by the guarantee company to its members and trustees. The personal guarantee given by each member (usually £1.00) upon liquidation. What is to happen to the surplus assets if the guarantee company comes to an end (which, if the guarantee company has been a charily, must be transferred to one or more other charities).
The Articles of Association explain: How membership can be applied and ended. Is to be recognised as a charity, which describe the maximum extent of the guarantee company's. How trustees are elected or appointed, their term of office and how they retire. The rules relating to Board meetings and meetings of any committees. Any provisions relating to conflicts of interest. The appointment of the company secretary. Provisions relating to the finances and the annual accounts. Provisions relating to notices.
A number of issues will require to be considered by the promoters of the new organisation, which include: Determining the objects which the new organisation intends to carry out. Particular care with the objects requires to be taken where charitable status is to be sought, as all of the objects must be charitable, not just some. If only some are charitable, consideration should be given to setting up a separate but wholly-owned subsidiary company to carry out the non-charitable trading - this is most appropriate where a guarantee company which is a charity owns all the shares in a trading subsidiary company. Determining the membership, and its composition; whether the membership will be "open" to all-comers, or "closed" to a specific group of organisations or individuals, or "hybrid" as a mixture of the two; whether there will be more than one class of member; and whether and how new members are to be recruited. Determining the membership subscription (if any). Determining the Board of Directors (although not usually called "Directors" or "Trustees"); their minimum and maximum number; how they are to be elected, nominated and/or appointed; the length of a term of office; and the maximum time they can serve. Considering any issues which will require a 75% vote. Considering the terms upon which the organisation would be wound up and a mechanism to determine to which other charity or charities the surplus assets would be transferred. Consider an appropriate name. If it is a charity, it may wish to exclude the word "company" or "limited" in its name and to include, for example, the word "trust" or "partnership" (even though it is a company rather than an actual trust or partnership). It is possible to obtain preliminary approval to a name from the Registrar of Companies and essential to do so if the name contains a sensitive word such as "Great Britain", "Scotland", "Scottish". "Institute", "Authority", etc.
Charities can exist in the form of unincorporated associations, trusts or companies limited by guarantee. The choice can be important if you are applying for registration. If a charity wants to trade it can do so by setting up a separate non-charitable body (e.g. a limited company) to conduct the trading, which will pay its profit to the charity, so preserving charitable status. But this is expensive and cumbersome, and will not be allowed to benefit the trustees of the charity in most cases. There are easier ways to trade than this.
- Publicity About a Guarantee Company
The name of the guarantee company must be displayed outside its Registered Office and any other business office at which it carries on its operation. All notepaper of the guarantee company must show its full name as stated on its Certificate of Incorporation, its registered office address, its business address (if different), its registered company number and the fact that it is registered in England or Scotland. One can decide whether to show the names of the directors on the notepaper but, if so, all of the directors should be shown, not just some. If the guarantee company is a charity, this must be stated on the notepaper and it is advisable to include the England or Scottish charity number. Most people who choose to start up in business for themselves do so because they either have a good idea or a special skill which can be turned into a marketable product or service. Few who start up in business are skilled in the increasingly complex legal, accounting or taxation aspects of running a business. Fortunately, you do not need to be. But you do need the services of people who are both skilled and experienced.
- Done It
Once you have received your company, feel free to call us if you have any questions about the paperwork. We can also supply non-standard items such as company seals and extra copies of forms and the Memorandum & Articles of Association.
We have repeatedly emphasized the value of doing business in the corporate form. Equally important has been our underscoring of the fact that all type of business entities must meet legal requirements at the time of incorporation and during their existence in order to protect their privileged status. This means that when you decided to incorporate, you must have it done right, and later, when the business is up and running, all legal formalities must continuously taken care of on a timely basis. Experience shows that the best way to accomplish these objectives is to have incorporation done by an incorporation service, professionals who know their business and the law and who charge a lot less than attorneys would demand for the same services. We do not add any service or document for your money, you really will not need. But YOU can always add supplementary additional services to this package. If your company is going through or has already experienced some structural change, we can provide advice on key issues and ensure that paperwork is compliant with current legislation. We are experts in our field and can help you avoid the sometimes-costly consequences of incorrectly completed transactions.
| Description of service | Cost | E-Quick Package
We can form a guarantee company appointing the individuals named on an application from the beginning. Applicant appointed as company founding Director. Applicant appointed as company Secretary. Company Secretary & Directors appointed electronically. Include Certificate of Incorporation & Memorandum and Articles of Association, First Board Minutes of Meeting and company register. Fast 6-8 hour incorporation service which enables you to appoint Director & Secretary details straight away. This procedure applies to all or packs with the payment of all government fees. This pack is sent directly to you by E-mail. Other agents form companies using agent director (s) then resign and transfer the shares to your directors, then you need to complete and register Form 288 (a, b) and 287 and 288 (c) by yourself. If you require additional company services such as registered office or company secretary, director, domain name registration, Apostille legalization, printed Memorandum and Articles, Laminated Certificate of Incorporation or telephone/fax forwarding services this package allows you to add all of these services online. | £91.00
| Economy Package
We can form a guarantee company appointing the individuals named on an application from the beginning. Applicant appointed as company founding Director, we provide you a prestigious registered office address in Liverpool (you may update this address to Manchester, London or Cambridge address online). Applicant appointed as company Secretary. Company Secretary & Directors appointed electronically. Include Certificate of Incorporation & Memorandum and Articles of Association, First Board Minutes of Meeting and company register. Fast 6-8 hour incorporation service which enables you to appoint Director & Secretary details straight away. This procedure applies to all or packs with the payment of all government fees. This pack is sent directly to you by E-mail. Other agents form companies using agent director (s) then resign and transfer the shares to your directors, then you need to complete and register Form 288 (a, b) and 287 and 288 (c) by yourself. If you require additional company services such as nominee company secretary, director, domain name registration, Apostille legalization, printed Memorandum and Articles, Laminated Certificate of Incorporation or telephone/fax forwarding services this package allows you to add all of these services online. | £166.00
| Premier Package
We can form a guarantee company appointing the individuals named on an application from the beginning. Applicant appointed as company founding Director, we provide you a prestigious registered office address in Liverpool (you may update this address to Manchester, London or Cambridge address online). We provide a nominee secretarial service for 12 months. Including the filing of the accounts and annual returns. Include Certificate of Incorporation & Memorandum and Articles of Association, First Board Minutes of Meeting, share certificates and company register. Fast 6-8 hour incorporation service which enables you to appoint Director & Secretary details straight away. This procedure applies to all or packs with the payment of all government fees. This pack is sent directly to you by E-mail. Other agents form companies using agent director(s) then resign and transfer the shares to your directors, then you need to complete and register Form 288 (a, b) and 287 and 288 (c) by yourself. If you require additional company services such as nominee director, domain name registration, Apostille legalization, printed Memorandum and Articles, Laminated Certificate of Incorporation or telephone/fax forwarding services this package allows you to add all of these services online. | £241.00
| Deluxe Package
We provide you a prestigious registered office address in Liverpool (you may update this address to Manchester, London or Cambridge address online). We provide a nominee secretarial service for 12 months. Including the filing of the accounts and annual returns. We provide a company nominee director service for 12 months. Fast 6-8 hours incorporation service, this procedure applies to all or packs with the payment of all government fees. The following documents will be delivered via Royal Mail: Original Laminated Certificate of Incorporation printed on card, Printed bound copy of Memorandum & Articles of Association, First Board Meeting Minutes, Pre-signed, undated resignation letter from Director, General Power of Attorney, Indemnity Letter for General Power of Attorney and Agreement for the provision of nominee service and indemnification of nominees. If you require additional company services such as domain name registration, Apostille legalization, Apostilled Memorandum and Articles, or Apostilled Certificate of Incorporation or telephone/fax forwarding services this package allows you to add all of these services online. | £366.00
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£ 42.00
This is our most popular package with UK residents, and includes:
The provision of a registered office address for 12 months is also included in the price of this package (our registered office address service is charged annually);
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