Set up a business

Question 1

Private company limited by shares

Answer 1

Separate legal entity

1. Application form IN01
2. Attach a memorandum of association with 2 members (subscribers) with 1 share each
3. Attach the Articles of Association only if they are different to the MA
4. Pay the appl fees

Name - try not to include a misleading name, or sensitive word, government related

If set up - The Registrar sends a certificate of incorporation + publishes a notice on the London Gazette. Includes the company name in the Index of Company Names.

First board meeting - decide on first steps, like opening a bank account, etc.

BM minutes - kept for 10 years.
GM minutes and Members Resolutions - kept for 10 years and at the registered office of the company.

What Statutory Registers to keep:
- Register of PSC - more than 25% of voting rights or shares.

Always kept - any updates to it within 14 days and notify Registrar.
- Register of Members
- Register of Members’ Resolutions
- Register of Directors
- Register of Directors’ Usual Residential Address
- Register of Secretaries

Registers must be kept at SAIL or registered address of company. OR centrally at the Companies House (but public).

Question 2

Partnership

Answer 2

No formalities
Usually a partnership agreement
Choose a name - same rules apply as LTDs

If under a business name which doesn’t specify the partner’s name - central disclosures of the names and addresses of each partner:
- on business docs - if more than 20 names - doc shows the address where all names can be inspected
- at the partnership\s premises
given asap
- A nominated partner to be registered with HMRC

Question 3

LLP

Answer 3

Hybrid b/n Ltd and partnership.
Taxes as a PA, formed as a Ltd

Procedure - similar to the Ltd set up process

Question 4

Ring-fence major assets (IP, goodwill, manufacturing plants)

Answer 4

Keep them with holding company, away from day-to-day commercial risks

Check suitability of company structure - tax, exposure, confidentiality etc.