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Company Requirements

Requirements for Limited Company registration and offshore company formation vary based on Company Type. See below for more information on each part of the company formations and incorporation process.

BEARER SHARE COMPANY

Bearer shares are a legal instrument denoting Company ownership, and are usually in the form of share warrants. A share warrant is a document which states that the bearer of the warrant is entitled to the shares stated in it. If authorised by its articles, a Company may convert any fully paid shares to share warrants. These warrants are easily transferable without any need for a transfer document; that is, they can simply be passed from hand to hand.

When share warrants are issued, the Company must strike out the name of the shareholder from its register of members and state the date of issue of the warrant and the number of shares to which it relates. Subject to the articles, a share warrant can be surrendered for cancellation. If so, the holder is entitled to be re-entered into the register of members. Vouchers are usually issued with the share warrants in order that any dividends may be claimed.

The holder of a share warrant remains a shareholder but whether they remain a member of the Company depends on the articles of the Company. A Company, which converts all its shares in to share warrants, should be careful: it could become a member less Company and therefore cease to exist. The Articles we provide allow a provision for the Bearer Share holder to remain a member or the Company.
It is not possible to incorporate a Company with bearer Shares. So immediately after incorporation we convert all the issued shares to Bearer shares.

Requirements :

  • The Company is required to have a Registered Office Address in the UK.
  • You must appoint a minimum of 1 Director and 1 Shareholder.
  • The Directors, Secretaries and Shareholders can be of any nationality and can be a corporate body or private individual.
  • There is a maximum of 50 Directors if incorporated electronically.
  • The minimum share capital is £1.00.
  • There is no maximum share capital.
  • The minimum number of shares, which must be issued, is 1.
  • The minimum value of a share is £0.01.

Please note : From 6th April 2008 a secretary is no longer required.

FLAT MANAGEMENT COMPANY

Many types of multi-occupancy developments, but particularly residential ones, need such a Company as a Flat Management or Property Management Company, and they account for a large number of the companies on the register at Companies House. Duties of property management companies include accepting rent, responding to and Addressing maintenance issues, advertising vacancies for landlords, and carrying out credit and background checks on tenants. In addition to managing income and expense related activity, property managers may also manage construction, development, repair and maintenance on a property. The direction / choreography of repair/maintenance is quite a large part of a property managers function. A flat management Company usually has special Memorandum and Articles of Association drawn up to allow it to own, manage and administer a freehold property, which is normally divided into several dwelling units or flats, with each leaseholder owning a share in the Company. The leaseholder is normally obliged to transfer ownership of the share to a new leaseholder if the property is disposed. In cases where there are several tenants flat management companies are sometimes formed to manage and protect the interest of the persons holding leases. A Flat Management Company can either be a Limited by Shares Company or a Limited by Guarantee Company.

Requirements :

  • If the Company is a Limited by Shares Company then the requirements are the same as for a Limited by Shares Company.
  • If the Company is a Limited by Guarantee Company then the requirements are the same as for a Limited by Guarantee Company.
LIMITED BY GUARANTEE

A Limited by Guarantee Company does not have a share capital or shareholders, and is usually formed to manage a non-profit organisation such as a charity, a club or as a Flat Management Company.

Instead of shareholders a limited by Guarantee Company will have subscribers, otherwise known as trustees or guarantors. In the event of the Company winding up, the Subscribers will be liable to pay a predetermined sum as stated in the Memorandum and Articles of the Company (usually £10.00). A limited By Guarantee Company will need to stipulate the Company`s objects in the Memorandum of Association, this will define what the Company`s intended activities will be. There is usually a clause restricting the directors from paying out profits to the subscribers of the Company, which protects the proceeds of the Company.

Requirements :

  • The Company is required to have a Registered Office Address in the UK.
  • You must appoint a minimum of 1 Director and 1 Subscriber.
  • The Directors and Shareholders can be of any nationality and can be a corporate body or private individual.
  • There is a maximum of 50 Directors if incorporated electronically.
  • Although no share capital is held in the Company, at least one subscriber must be named.

Please note : From 6th April 2008 a secretary is no longer required.

LIMITED BY SHARES

The advantage of a Limited by Shares Company is mainly to protect your personal liability. You will not be personally liable for the Company`s debts, even if you are the Director and/or shareholder of the Company. Creditors are paid from the Company`s assets if things were to go wrong. The Limited Company is a legal entity, and once registered with Companies House, the name is also protected as nobody else can incorporate a Company using the same name.

Requirements :

  • The Company is required to have a Registered Office Address in the UK.
  • You must appoint a minimum of 1 Director and 1 Shareholder, of which 1 director must be an individual.
  • The Directors and Shareholders can be of any nationality and can be a corporate body or private individual.
  • There is a maximum of 50 Directors if incorporated electronically.
  • The minimum share capital is £1.00.
  • There is no maximum share capital.
  • The minimum number of shares, which must be issued, is 1.
  • The minimum value of a share is £0.01.

Please note : From 6th April 2008 a secretary is no longer required.

PUBLIC LIMITED COMPANY

The advantage of incorporating a PLC Company is that the shares may be offered for sale to the general public and the members` liability is limited to the amount unpaid on shares held by them. A newly formed PLC must not begin business or exercise any borrowing powers until it has a certificate issued under section 117 of the Companies Act 1985 confirming that the Company has issued share capital of at least the statutory minimum. The certificate is available from Companies House by completing Form 117. Once issued, the certificate is proof that the Company is entitled to do business.

Requirements :

  • The Company is required to have a Registered Office Address in the UK.
  • You must appoint at least 2 Directors, 2 Shareholders and 1 Secretary, of which at least 2 directors must be an individual.
  • The Directors, Secretaries and Shareholders can be of any nationality and can be a corporate body or private individual.
  • There is a maximum of 50 Directors if incorporated electronically.
  • This type of Company must have an authorised share capital of at least £50,000 at the time of formation.
  • Only 2 shares need to be allotted at the time of incorporation but 25% of the shares must be allotted to Shareholders and paid for before commencement of business can begin.
  • The minimum share capital is £1.00.
  • There is no maximum share capital.
  • The minimum number of shares, which must be issued, is 2.
  • The minimum value of a share is £0.01.