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Guide to the memorandum and articles of association
It is mandatory for each company in the UK to have the memorandum and articles of association. It must be submitted to Companies House while registering the business. The memorandum and articles of association consist of two major documents – the Memorandum of Association and The articles of Association.
The Memorandum of Association
This is a one page document which contains all the basic details about the company and notifies Companies House that each subscriber to the memorandum of association: • wishes to form a company under the Companies Act 2006 • agrees to become a member of the company • agrees to take at least one share in the company
The memorandum contains:
1. The business name 2. Business type (limited by guarantee or limited by shares) 3. Registration date 4. Names of subscribers (guarantors or shareholders) and their signatures
How to generate a memorandum?
You don’t need to create this document yourself. The memorandum of association is created by the Companies House from the information you provide through your company formation application. If you incorporate your company online, you get your memorandum file in a PDF format. And, in case if you register your company via post, you receive your memorandum by post on an A4 sheet.
Changes to the memorandum of association
Once you have registered your company in the Companies House, you can’t make any changes to the memorandum details. Make sure you enter all information correctly. Also if a member leaves the business after registration, his name will remain on the document.
When will I get my company memorandum?
When you register your business online, your application is viewed by the Companies House. Once it has been approved, you will get a copy of memorandum sent to your email. You must retain the printed copy of your business memorandum at your registered company address.
The Articles of Association
The articles of association is a document that contains multiple pages and it is a complete set of rules and regulations that governs the company. This document describes the administrative and management rules, it is designed for directors and members and they have to follow these rules while operating the business.
Every member of the business should be aware of the rules and requirements described in the articles of association. Rules covered by the articles of association are:
1. Responsibilities and powers of the company’s directors 2. Duties and powers of company’s members 3. Distribution of business profits 4. Basic administrative procedures 5. Financial accountability of company’s members 6. Issuing shares and transferring shares
Where to get the articles of association?
You can view and download the articles from the Companies House official website.
Can I make changes to the articles of association?
Yes, you can change the articles of association even after the incorporation of the business. To do that, download the articles from the website, make necessary changes, and then again attach the edited version to your company application form and can send it by post to Companies House.
When will I receive the articles of association after UK company registration?
You will get a copy of articles of association when your business incorporation application is approved by the Companies House. You can keep an electronic or printed copy of articles of association at your registered address.
How to change shareholder information in the company
Every private company limited by shares must have at least one shareholder during its incorporation at Companies House. Company can have as many shareholders in the company as they wish. However, you should inform Companies House regarding any occurred changes of shareholders number or their details on your next annual confirmation statement at Companies House.
Your confirmation statement must have all the details of newly joined and left members in your next annual return statement. Make sure all the information of your members is accurate every time you submit it.
How Many Shares Can a Company Shareholder have
Each shareholder must have at least one share. You can decide yourself how many shares to issues – there is no wrong or right number. When you set up your own company, you can issue just one share and own 100% of all your business. It means you will be a single-handed owner of your company and you will have all profit. Ultimately, you will be entitled to all debts as well.
If you are looking to expand your company and want to add on new partners in the future, you must issue more than one share while registering your company. This will help you to sell some of your shares in the future instead of issuing new shares. Try to issue 50 or 100 shares by doing this you get the straight forward percentage of ownership represented by each share. So you can sell more shares to more people.
Always keep in mind that the number and value of issued shares determines the liability of the owners. As a result, when you issue 75 shares with a price £1 per share, you will be accountable to pay £75 towards company debts till you sell your shares to new shareholders of your company. If you plan to issue a high quantity, your liability will increase accordingly and you will be responsible to pay the total nominal value in case the company becomes bankrupt.
In addition to this, removal of shareholder procedure is not complicated. You just need to understand few important steps that will be given in our following section.
Removing of Company Shareholders
If any of the shareholders of your company wishes to leave your company at any moment, you will have to sell or transfer his or her stocks to someone else. The director of the company will be accountable for updating the information of new and left members at Companies House and in the statutory register of members.
The director can update the information of the remaining shareholders and all share’s transfers in Companies House during submission of the next annual confirmation statement. The Director can fill up the confirmation statement online using Companies House portal.
Along with the information of remaining shareholders, the new shareholders information is also very important to keep updated at Companies House.
Updating Shareholders’ Details at Companies House
The complete information of each shareholder is important to be updated at the Companies House. It must include full names of members, detailed address of shareholders. All this information is made part of the public records. A new person who joins the company after the foundation needs to provide only his or her full name along with details of their holdings.
In case, shareholder’s name changes or number of shares he holds changes, or he leaves a firm, or another shareholder enters the company – all changes need to be submitted to the Companies House with the next confirmation statement. The director or the secretary is responsible to update the information of shareholders at Companies House.
ZDK Formation provide following services in UK
Register company in the UK UK company registration incorporate company UK company formation UK company registration UK UK company registration for non uk residents UK company formations
Type of addresses for Small Businesses
While setting up a business, you have to fulfill the address requirements which can cause a lot of confusion. If you too are facing this challenge, then don’t worry. Anyone who has ever tried to form a company has been through that.
Whether you are starting a business as a sole trader or setting up a small business, you would be required to submit one address at least with HMRC for contact purpose so your clients and suppliers could reach you.
Limited companies too are required to provide contact address. The purpose and requirements of providing the address are mentioned further in this blog.
Sole trader addresses
Small business owners working as sole traders, freelancers, and contractors; all are required to provide both home and business address while registering with HMRC to become self-employed.
Those operating from non-residential business premises such as store, studio, or warehouse need to use the address of that premise as the official business address. If you operate business from home then you can use that address as business address.
Often many business people prefer to go with third party address service providers. Many business types such as accountants, mail-receiving providers, and UK company formation agents like UPS, and MailBoxes offer professional address services for physical mailboxes and letters including customer returns and larger packages.
You can go for these third party services if you prefer to keep the address private and want to give the company a more professional image. These services are also excellent for accepting deliveries and handling customer returns.
Limited Company Addresses
There are different address requirements for sole traders who run Limited companies including LLPs. They must provide different addresses for Companies House.
Registered office address
While filling out an application form to get a limited company registered, you must supply an address for the business called ‘head office’ also known as the registered office. The same is provided with the public register and also used by HMRC and Companies House as the official contact address of the business.
You can use any address including your own private one. However, it is important to choose the one that is located with United Kingdom where you registered the business (Scotland, Northern Ireland, England & Wales).
It’s important to think about what type of impression you wish to make while selecting the address. An address indicating a private residence won’t convey the same level of professionalism, trust, prestige and as an address of non-residential commercial premises. Also, the address will be included in the public records so take your privacy into consideration while selecting it.
Service address
During the registration process, you must provide the service address details in the application form. The data has to be provided by the officers such as company secretaries, directors, shareholders, guarantors, or people with a significant amount of control on the business activities. Members of LLPs can also supply this information.
All the information is listed in the public register of companies. HMRC and Companies House send official mail to the holders of each service address. A service address can be anywhere. You don’t need to provide one that is in the same country where the company office is registered. So, you can provide your home address too. But, again keep the privacy of the home in mind while providing it as it will become public record.
SAIL address
Supplying SAIL (Single Alternative Inspection Location) – is optional. Most small companies don’t need to provide it. The idea of this business address is to use it for storing company registers and to avail them for public inspection. Mostly SAIL address is used for convenience such as in conditions when the registered office is not accessible due to the location. SAIL addresses are made public records therefore one must choose an address which is in the same location as the registered office. You can choose both commercial and residential address for this purpose.
Business address
This doesn’t have to necessarily be the same as the registered office. It’s also optional. A company could have the registered address in one location and multiple addresses for the business in other location as well as outside of the country also. The address can of your studio, office, garage, factory, shop, etc. It can be any place from where you can contact customers and trade from. HMRC or Companies House doesn’t need this information for storing in the public register.
Customer returns / shipping address
E-commerce business operators need to have a suitable address where customer returns and deliveries could be accepted. It doesn’t have to be the same as the business address. But, it must be easily accessible to courier services and postal workers. Therefore, it’s recommended to not use the home address for this purpose. Here, a third party professional mailbox service can come handy. Additionally, a commercial shipping and return address also gives a more trustworthy and credible image than giving a home address for accepting deliveries.
Trading Address
A trading address is where business trades from or operates. But sometimes a company can have a single trading address and several business addresses in case they have branches spread across multiple locations. This happens mostly in cases of chain stores, franchise, and large corporations.
Creating a positive image
It is required by the law that a company has its address clearly mentioned on its website as well as all the forms of communication. Therefore, address is an important aspect of your business and will determine how others perceive it. Even as a sole trader, you will need a website, business cards, letterheads, etc. It means you will have to mention your shipping and business address on all these places.
An address that sounds like a residence would obviously not sound as appealing or credible to your customers and associates as using a recognizable commercial address. Now that people have access to Google Maps, locating the place of a business is easier than ever. Looking at an apartment image is obviously not going to build the same trust factor as seeing a commercial building.
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Incorporate Limited Company
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A Useful Guide to Company Formation Services
The process of registration a limited company with Companies House is known as company formation. This process is also called company incorporation. When you register a business with Companies House, it becomes a legal entity. Incorporated companies have no links with their owners in case of contractual agreements, liabilities, finances, and ownership of assets and property.
Company formation services are easy to redeem and the underlying procedure happens to be pretty straightforward. You can register your business directly though Companies House or you can use help from company formation agents. One of them is ZDK Formations Limited.
We use a simple as well as quick company formation process to complete your company registration. Our company formation services are efficient to meet or exceed the requirements of every client.
When you decide to use services of a company formation agent, the procedure of company registration turns into a quite easy and interesting one. Online Company formation services are the most effective, easy and inexpensive way to register your new business. With these high-class incorporation services, we ensure to provide administrative and secretarial support to businesses during their lifetime. Our professional services include:
• Incorporation of business in UK with Companies House • Checking the name of a company for being eligible to use • Preparing and filing up the registration forms using our online platform • Appointing at least one director, shareholder and secretary • Administrative support • Hard copies of all incorporation documents are available after registration • Accounting support • Legal advice • Nominee director services and nominee shareholder services • Business bank account service • Apostil and notary service
Also, we offer a range of professional business address services in the UK including a Registered Address Service, a Private Address Service, and a Mail Forwarding Service. Our partners also will provide Insurance service, telephone number service and Accounting software. We are committed to provide highly reliable company formation services. Our team members are experienced and knowledgeable in their professional area.
Please contact us and we will make your dream come true.
How to add a Barclay’s Business Banking account after your company has been formed
As a Barclays partner we are able to offer all of our customers who have incorporated their businesses through us a free business banking account with £50 cash back after the account opens. Within 48 hours of ordering our business bank account a Barclay’s representative will contact you to make an appointment and will have the information they need to start the process.
If you have formed a business with ZDK Formations and would like to apply for Barclays business banking account please
Log into your account
View your companies, select the company you would like to open an account for
Click on the Shop, and add FREE Barclays Business Banking account to your shopping cart and check out. It will cost you nothing!
UK business Bank account for non-residents
Why is it so easy to form a company in the U.K., only to be faced with the roadblock of opening a bank account for your business? The good news is you have options. The truth is it’s HARD WORK.
1) Don’t use a UK bank
First of all, you don’t legally need a U.K. business bank account to run your business. You could do it from your personal UK (or non-UK) bank account. This is messy and overall not a great business practice because it exposes you personally to liabilities which a Limited Company would normally protect you from.
You can use a non-UK business bank in your home country. This will be challenging because most business done in the U.K. relies on direct debits which require a U.K. sort code. If you choose this option you will need to do most of your business through PayPal or manual cheques.
You will need your business Formations documents apostilled, which means the documents are legalised by the UK government and you must bring this to your local bank. Specifically the Certificate of Incorporation and Shares Certificate will need to be apostilled and presented to you local bank. Please contact us about our apostilled document service. We offer this service at a competitive rate of £79.99 per document. Certified and stamped by a U.K. government official.
2) Use a UK Bank
This is challenging for non-residents because few banks in the U.K. will offer business banking accounts to non-residents. Those that do will need to see you in person two or three times before the application is approved.
If you have a director in the U.K. who can act as the liaison with the bank, ZDK Formations would like to offer to help you through this process. If you do not have a director in the U.K. please skip to 3.
By brokering an introduction to a UK bank which is friendly towards non-residents and guiding you through all the steps in person, we can guarantee you a local UK business banking account with a low intital deposit threshold set up within two weeks. We offer this business banking setup consulting for £999. We guarantee success or your money back. We have never failed.
3) Use an offshore bank with a U.K. branch
This option does not require a physical visit to the bank and is ideal for companies without any sort of physical presence in the U.K. We can broker a deal with an offshore bank to set up your business banking account within 7 business days for a flat rate of £1,299.
Contact Us :
ZDK Formations Limited Baltimore wharf London, England E149EY 0800 970 8727 https://www.zdkformations.com
What to do if You Can’t Pay Your Self Assessment Tax Bill
Things to Know If You Can’t Pay your Self Assessment Tax Bill
Self-assessment taxes are a part of almost every business, something we are legally obliged to do. Yet, they are also a big headache for us, since they seem to come at the worst of times- when we don’t have any funds to pay it.
Naturally, your first response would be panic; who would want their business to be penalized over such an issue? But fortunately, there are multiple alternatives available to deal with such a situation. Here are some solutions to ease off your burden:
Tax reliefs, at your service
One thing that people often (wrongly) do is remain painfully ignorant about their tax allowances. Either they are unaware of them or saving them for some unforeseeable future. My advice: use up the allowances as soon as you suspect that it would be tough for you to pay up the taxes this year.
One example would be to know about the amount of earning you must have before paying the taxes. The threshold is at the much higher limit than the National Insurance, so probably you were worried about the taxes without any reason.
Also, calculate the amount of your earnings that was expended on your business. For instance, if half the talk time on your phone was used upon for business calls, you can cite it as a business expense and claim tax relief against it.
Face it instead of ignoring it
It might be that even after checking for every possible allowance, you are still unable to pay your taxes. And then you might be tempted to do perhaps the stupidest thing ever: ignoring the taxes. It is stupid, because your taxes would still be there; only, they would keep on increasing with the interests and fine upon it.
Your best chance of survival is to approach Her majesty’s Revenue and Customs (HMRC). All you have to do is make them believe that you are capable of paying the taxes later on. This could be done by sharing your income and expenditure charts to prove that you are not anywhere near the risk of getting bankrupt. Also, if it is the case, you can tell the HMRC that you are only temporarily low on funds due to a situation like a failure of payment on a client’s behalf etc. However, you must keep this in mind that HMRC is entitled to legally prosecute you if you fail to pay the taxes even after assuring them; hence, it is better to keep them in the loop if any difficult situation arises.
Setting up future precautions
Like they say “a burnt child dreads fire”. So once you have handled this situation, you will have to set up measures so that something similar doesn’t happen in the future. One such approach is to split the annual tax returns into two semesters. This way, you can instead focus on building up the tax returns for the next 6 months instead of the entire year. This system doesn’t take into account the surplus income (if any) of the previous year, but it is still much better than having to pay the entire annual tax at one go.
Contact Us :
ZDK Formations Limited Baltimore wharf London, England E149EY 0800 970 8727 https://www.zdkformations.co.uk
Incorporate Limited Company
A private limited company is a type of small business structure/entity which is held privately. This type of business limits the liabilities of its owners to their shares restricts trade of shares, limits shareholders number, and more. Most of the businessmen prefer to take direct help from Google how to incorporate their business rather than taking help from professionals or other sources. They search the process of incorporating a limited company and its benefits on the internet.
But, as you can see whenever you search something on Google a wide list of results appears on your screen. Similar in this case, a range of blogs are available over the internet which describes the full procedure to incorporate a limited company. Sometimes too much information makes it complicated to understand the process. We have described the full details to incorporate a limited company, it will help you to understand the process and start your own business.
Starting a new company is a simple and straightforward process when you work with a professional incorporation agent. There are so many websites offering the same services but most of them will not meet your expectations. Incorporating a private limited company is not difficult or confusing if you find the best support. Whether you are a big firm willing to open a branch in the UK or a small company willing to start a new business in the UK, with the assistance of a legal and professional formation service, nothing is impossible.
For incorporating a limited company, you will need:
One Director
One Secretary
One Shareholder
One Person of Significant control
Most of the time a director, a secretary and a shareholder are the same person in a new small limited company.
The name of the company you select should be officially approved by the Companies House.
Get Digital Signature Certificate for officially nominated directors (at least one director should have DSC)
Proposed directors of the company must have Directors Identification Number
Overseas investment allowed
Status of company owners doesn’t influence business flow
The process of registering a company as a private limited company:
Company name must be approved by the Ministry of Corporate Affairs
Preparation of company registration and constitutional papers
Getting DIN and DSC for the proposed directors
Incorporation of the business
Filing Articles and Memorandum of association
Registering for Tax Deduction and Collection Account Number
Submission of the required documents and fee at Companies House on-time
A private limited company incorporation means it is a legally independent entity (has distinct assets than company owners) and will continue even after the death of its owner. To incorporate a private limited company successfully, you need the assistance of a professional formation agent with years of experience. Looking for a formation company to start your own private limited business in the UK?
ZDK Formations Limited can be the end of your search. This professional formation service ensures delivery of a quality service and exceeds the expectations of clients. Contact us, we will help you incorporate limited company successfully and take it to new levels!
Online Company Registrations
Contact ZDK Formations for Online Company Registrations in the UK. Our registration procedure is quite simple and easy to use. Get started with us today!