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THE UNITED KINGDOM PRIVATE LIMITED COMPANY
Legislatively controlled by the Companies Act 1985 (along with subsequent additions and amendments in the 1989 Act), a private limited company in the U.K. is a registered and uniquely named legal entity, through which its Director(s) will conduct an appropriate trade or business.
COMPANY FORMATION AND STRUCTURE
 The formation of a Private Limited Company in the United Kingdom is a straightforward procedure. However, legal requirements regarding the company structure and the filing of appropriate forms with Companies House are vital to maintain a company in good standing. RAF and its professional staff will assist you throughout the existence of your company.
Prior to incorporation, the availability of your proposed company name has to be checked and we will be pleased to assist you in finding an appropriate, available name. A name can be checked instantly and free of charge online or over the telephone.
The basic requirements for the structure of the company will include a minimum of two officers (one director and one secretary although there is no maximum limit as to the number of directors) and at least one shareholder. The directors and secretary are responsible for the running of the company and are liable for it's actions and activities while the shareholders own the company, having put investment into the company in exchange for their shares and are liable financially (see Limited Liability section). Such appointments can be effected and changed by RAF at any time during the life span of a company and appropriate legal forms for appointments and resignations will be filed with Companies House accordingly. Officers and/or shareholders may be individuals or corporate entities. Furthermore, the company must have a registered office, which need not necessarily be the trading address (but it is important to note that the Registered Office address must appear on company letterheads/invoices etc .). A nameplate is also required to be displayed, identifying the company name. Finally, the company must be incorporated with an Authorised Share Capital. This can be any sum needed and can have individual share denomination of any size. RAF companies are formed with a standard capital of £1,000 (divided into 1,000 shares of £1 each). Applies to new formations, unless otherwise instructed. The minimum number of shares to be issued is one.
LIMITED LIABILITY
 The immediately apparent advantage of a "limited company" is vaguely explained in its name! The owner(s) of a limited company are it's shareholder(s), who are financially liable for the debts of the company, but their liability in this respect is limited to the value of the shares that they hold, thus the term 'limited liability'. For example, if a company is in debt to creditors for a sum of £10,000 and the company had only one shareholder holding one £1 share, that person would only have to contribute £1 towards the £10,000 debt! The benefits of limited liability can offer valuable safeguards, effectively protecting a company's owner(s) from personal loss as a result of its debt. The obvious advantages enjoyed by a limited company are reflected by the array of statutory requirements, relating to its management, control and ownership. It is essential that the company be operated within the legally defined framework of the Companies Act(s), since failure to comply with these regulations could jeopardise the shareholder(s) limited liability.
STATUTORY REQUIREMENTS
Once incorporated, a company can commence trading under its newly acquired name and status. There are certain statutory filing and disclosure requirements that a company must be aware of. These include:
INLAND REVENUE
The company is obligated to inform the Inland Revenue of all information relating to paid directors and employees, since registration for PAYE or Self-Assessment is critical to the Revenue's requirements. Companies House can provide the director(s) of the company with necessary and accurate information.
VAT
If a company's annual turnover is above the VAT threshold (£60,000), it must register for VAT. However, a company can, if desired, voluntarily register even with a lower turnover. This can be advantageous to a company depending upon the individual circumstances and we would recommend you discussed this with your Accountants, or directly with Customs and Excise. Information regarding VAT Registration is available through RAF and our consultants will be pleased to provide appropriate advice and forms for registration without involving any additional cost.
ANNUAL ACCOUNTS
 All companies must file their Accounts with Companies House at the end of every year. The time that this must be done is called the Accounting Reference Date (ARD). This date is determined by the month that the company was incorporated and is the last day of that month in the following year and then every subsequent year thereafter. However, this date can be changed at any time during any accounting period as long as it is before the ARD and RAF will assist you regarding the documentation required for this. Accounting requirements vary depending upon the size of a company.
It is important to note that there are financial penalties for the late filing of Accounts. These penalties vary according to the amount of elapsed time between when they fall due and when they are filed.
ANNUAL RETURN
In addition to the Accounts, a company must also file an Annual Return with Companies House each year. The purpose of this is to keep the Registrar of Companies up to date with regard to the officers and shareholders of a company. Completion of the Return is essentially a simple procedure. Usually the form is sent pre-printed with the details that the Registrar already holds. Any changes can be notified on the Return (when this is done, an appropriate form should accompany the Return and RAF can assist with this). If there are no changes, the only other details needed are the issued share totals (and periodically a full shareholders list, but this doesn't have to be done with every Return) and to be signed and returned to the Registrar together with the £30 Government fee. If you file your Annual Return online, the fee is reduced to £15.
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