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The Private Company Limited by Shares

General Information

The Ltd. offers a high degree of flexibility concerning the drafting of the articles as well as the conduct of business. It is therefore by far the more popular corporate form in England and Wales.

Incorporation

Formation by at least one person - individual or legal entity; nationality irrelevant.
Incorporation requires memorandum of association followed by entry in companies register. Company comes into existence immediately upon registration.

Duration of incorporation approximately 5 days; same-day service.

Incorporation costs of £ 20 (approximately € 30; fixed registration fee) or £ 50 (approximately € 75; for same-day service).

Capitalisation and Financing

There is no statutory minimum share capital. Contributions can be made in cash or kind and need not be paid up in full upon issue.

Board Structure

The Ltd. is managed and represented by its board of director(s) in and out of court. The manner of management and representation has to be decided upon in the articles of association.

Shareholders' decisions are made by way of shareholders' resolutions at the annual or extraordinary general meeting.

Company has to appoint a company secretary, inter alia responsible for a proper keeping of the books.

Annual Costs

At least £ 30 (approximately € 45; registration fee).

Corporate Taxation and Financial Reporting

Under the Income and Corporation Taxes Act 1988 all companies resident in U.K. are liable for corporation tax on all income and on all capital gains. Tax rates range from 19 % for companies with profits below £ 300,000 to 30 % for companies with profits over £ 1,500,000.
Reporting requirements depend on company size. Generally, annual accounts, consisting of a balance sheet, profit and loss account, directors' and auditors' report, must be approved by the shareholders' meeting and filed with the Registrar of Companies within the statutory limits. Accounting has to be done according to U.K. GAAP.

Employee Participation in Corporate Bodies

None.