Company Formations, Online Company Formation, UK Ltd Company Incorporation

A lot of directors want to register a company outside of the country in which they are residing in order to take advantage of the global opportunities that are now available. The good news is that, you are able to register a new company in the UK if you are a non UK resident. Wisteria Formations enables you to form a company quickly and easily online as long as you are 16 years of age and are able to pass our anti-money laundering checks. When you are setting up a company as a non UK resident there are important considerations you should take before registering a company in the UK.



UK Registered Office – All companies that are formed in the UK must have a UK registered office address. This is the address which will be publically available with the registrar of companies, Companies House. Any official correspondence from HM Revenue & Customs (HMRC) and Companies House will be sent to this address. Wisteria Formations offers a London based registered office address for you to use for your Private Limited Company. This will be the address which you will put on your company stationery. Along with the registered office service we will forward all your mail onto you via post or e-mail. Statutory mail (mail from Companies House and HMRC) will be forwarded on to you for free.

Business bank account – When you are thinking of forming a company in the UK you will also be in the need of a UK business bank account. This is so that your company has a separate account to your personal account. This is important as the company and the directors are two separate entities when a Private Limited Company is formed. We are able to provide referrals to either HSBC or Barclays when you form your company. They will then be able to assist you with forming an account. It can be more challenging for non UK residents to form bank accounts in the UK as there are specific requirements which need to be met.

Company Secretary - All UK companies have to abide by the law and there are several legal requirements which need to be met when you are running a company in the UK. A company secretary is there to ensure your company is being compliant with the law and Companies House requirements. This is an important consideration for a non UK resident director to take as you will most likely have less experience with the UK company law. Wisteria offers company secretarial services ensuring important filing deadlines are not missed, leaving you with the peace of mind to focus on running your business.

Notary & Appostille – When you form your company and choose to conduct business abroad a lot of international organisations wish to see incorporation documents which are notarised and apostilled before they start building a relationship. Many banks abroad will also ask to see notarised documents before they will open an account. Notarised documents are signed by a public notary who is a qualified lawyer. Wisteria Formations is able to assist you with getting your documents notarised and appostilled.

Being a non UK resident there are many considerations which you need to reflect upon. If you would like more information about forming a UK Private Limited Company than please feel free to contact the Wisteria Formations team on 0844 893 0808 or alternatively e-mail us at formations@wisteria.co.uk. We will be happy to assist. 

Wisteria Formations Ltd offers a simple company incorporation service for £24.99. Included in this price are electronic copies of the company documents sent to you in a timely fashion. Wisteria purposely do not offer packages and allow you to choose additional products and services that are specifically right for your business.



As Wisteria Formations is backed by Wisteria Chartered Accountants and Tax advisers you are also given a free consultation with a chartered accountant or tax advisor when you incorporate your company with us. In this meeting you are able to discuss your business venture and get tax and accounting advice for the coming year.

Wisterias online company formation process is a simple ten step process whereby you are required to fill out the following information: company name, personal details, director details, shareholder details, registered office address and whether you wish to purchase any other additional products. During this process Wisteria staff are able to assist you over the telephone, via e-mail or over the live chat feature available on our website.

Once you complete the ten step process, you will receive a confirmation e-mail which will also ask you to send us some documents. Before your company can be incorporated, under the Money Laundering Regulations 2007 act, we are required to check the identification and address details of the directors and shareholders who hold more than 20% in the business. We ask you to send us a proof of identity document such as a passport or photo driver’s license and a utility bill or bank statement which shows the home address as listed on the application.

Upon approval of these documents we send the application to Companies House who is the official registrar of companies in the UK. As soon as Companies House sends us confirmation that the company has been incorporated, we will send you electronic documents of the company including the certificate of incorporation, memorandum & articles of association and company register.

It is a simple process and the Wisteria Formations team are available should you encounter any problems. If you have any queries than please feel free to contact the team on 0844 893 0808 or alternatively e-mail us at formations@wisteria.co.uk.

When you are opening a business or deciding on the best way of operating your business it is imperative to know about the different forms available for you to take. A company limited by shares is a very common type of operating a business. The distinct feature of a Private Limited Company is that the directors and shareholders of the company have a separate legal identity. Therefore if the company were to wind up they are only liable to pay for any unpaid shares that they hold and are not liable to pay for any of the expenses incurred by the company.

A sole trader business is usually run by one person under their own name. The business and the owner do not have a separate legal identity and therefore if the company were to go bankrupt the owner risks losing their personal possessions.



Advantages of forming a Private Limited Company:

• Limited Liability – If a company were to face financial difficulty, the personal assets of the shareholders will not be at risk of being taken away.


• There are tax advantages to be gained by operating as a Private Limited Company.


• It is much easier to sell a Limited Company than a business operating as a sole trader.


• Capital can be easily raised by issuing more shares.


• Operating as a limited company signifies an element of prestige to the public.

Advantages of remaining a sole trader:

• You do not need to register your business with Companies House; you are able to start trading whenever you wish.


• There is less administrative work associated with operating as a sole trader.


• You have the option of converting to a Private Limited company in the future.

Disadvantages of forming a Private Limited Company:

• There is less privacy than a sole trader as certain information is required to be filed at Companies House.


• Professional accounting experience is usually required in order to ensure the accurate filing of the accounts and tax returns.


• Administrative expenses will be higher as the company needs to be compliant with extensive company law and therefore documents such as board minutes and shareholder resolutions need to be prepared in certain circumstances.

Disadvantages of being a sole trader:

• Sole Traders are liable to pay for all the debts incurred by the business. Items such as the personal home are liable to be repossessed.


• It is difficult to gain funding as there is not an option to raise funds by issuing shares.


• If the owner of the business were to die or resign there is less chance of the continuity of the business.


• There is less prestige associated with operating as a sole trader.

If you would like more information regarding company formations than please feel free to contact the Wisteria Formations team on 0844 893 0808 or alternatively e-mail us at formations@wisteria.co.uk. We will be happy to assist.

After completing your online company formation you may wish to use a name which is different to that which you registered your company with. This is called a trading name. Some people also choose to run several businesses using different trading names, however all under one limited company.



Trade names are not registered under the Companies Act however there are some rules which are still applicable, including the following:

-The restriction of using certain words which could imply a connection to a government department or public body.

-Names which are inappropriate or misleading.

If a sensitive word is to be used in the trading name, you will be required to seek permission from the relevant body for the usage of it, just as is the case during company formation.

The trading name being used must also be checked that it is not infringing an existing trademark before it can be used. This can be checked on the Intellectual Property Offices website. The company trading name that you choose must also not cause confusion with other company names which are similar in and around the area.

With regards to the company stationery, if you are to use a trading name as opposed to the registered company name make sure you include the company’s registered office address and place of registration on all company stationery.

The company’s trading name must also be displayed in a prominent place of the company premises so that customers and other stakeholders of the business are able to see it.

If you would like more information regarding trading names or would like to form a company please free to contact the Wisteria Formations team on 0844 893 0808 or alternatively e-mail us at formations@wisteria.co.uk. We will be happy to assist.

Whilst you are in the process of your company formation you may also be considering using an alternative registered office address than that of your current home address. This is an important decision to take as this address will be published for viewing on Companies House and therefore available for public view. This address will also have to be printed on all your companies’ stationery and correspondence.



The primary danger of using your home address as your registered office is that many stakeholders of the business will be able to access this information including irate customers who could easily turn up at your house at any time of the day. This holds obvious privacy issues for you and your family. If you are currently renting your house or flat and choose to use this address as the registered office address, your landlord will not often allow this to take place. Before incorporating a company it is advisable to seek their permission if you choose to do so.

For these reasons, Wisteria Formations Ltd offers you a registered office address based in London. This allows you to display our company address on all your correspondence and will also be displayed under your name on Companies House, offering you some privacy. An additional benefit of using Wisteria’s address is that as we are backed by Wisteria Chartered Accountants & Tax advisers, the address being used is of an accountant. This will undoubtedly convey a sense of professionalism to your clientele.

By using our registered office address, we offer a mail forwarding service to the address of your choice. Additionally all statutory mail (Mail from Companies House and Her Majesty Revenue Customs) will be forwarded on to you for free.

If you would like more information regarding the registered office address or company formations than please feel free to contact the Wisteria Formations team on 0844 893 0808 or alternatively e-mail us at formations@wisteria.co.uk. We will be happy to assist.

Post formation of a Private limited Company you may be interested in the allotment or transfer of shares. Many people are unsure as to whether stamp duty is payable in these situations. When you purchase shares in the UK, you are liable to pay duty on the transaction. Stamp Duty is essentially a UK tax that is applied to legal documents in the event of a transfer, purchase or sale of shares or property.



If stocks and shares are purchased for more than a £1000 than you are normally liable to pay stamp duty. You will also need to send in a stock transfer form to HMRC alongside side your payment so that it can be stamped.  The stamp duty which an individual is liable to pay is usually calculated at 0.5% of the value of shares that are being purchased or transferred.

When you purchase stocks and shares which are less than a £1000 in value you do not usually have to pay stamp duty. In this instance, HMRC does not need to be made aware of this transaction taking place either.

If you have paid for the shares you will need to make sure you complete the first exemption certificate which is located at the back of the stock transfer form. Everyone, regardless of whether you have paid for the shares or not must send the stock transfer form along with the share certificate to the registrar of the company in which you have bought shares in. The registrar will then send you back your own share certificate.

If you would like to issue new shares or make transfers of existing shares Wisteria Company Secretaries is able to assist you with this. Please call the Wisteria team on 0844 893 0808 or alternatively if you would like assistance in forming a company than please call the same number or e-mail formations@wisteria.co.uk. We will be happy to help.

When you are in the process of forming your company you may be interested in other products which would be beneficial to your company. A Certificate of Good Standing is obtained from Companies House and shows that a company has been in existence continuously since it was first incorporated and that no action is being taken in order to strike the company off the register.

In order for a Certificate of Good Standing to be issued by Companies House there are certain criteria which must be met. The company’s annual return and accounts must be filed to Companies House yearly and be up to date. For a Private Limited Company there must be at least one director who is a natural person. To register a private limited company in the UK, it is compulsory to have at least one natural director anyway. Companies House will verify this before a certificate of good standing is issued.

The certificate can contain a number of printed details including:

-          Directors names

-          Secretaries names

-          Registered office

-          Issued Capital

-          Shareholders (names, shareholdings)

-          Company Objects



Along with the company details, you are also able to have personal director details such as your date of birth and nationality printed on to the Certificate of Good Standing.

A Certificate of Good Standing proves that the company has been filing their paperwork in a timely and correct fashion. Sometimes when setting up business bank accounts, the banks will ask to see a Certificate of Good Standing as it proves that you have kept all your company records up to date. Displaying a Certificate of Good Standing also reassures customers and suppliers that they are engaging in business, with a trustworthy company.

If you would like more information regarding the Certificate of Good Standing or any other company documents than please feel free to contact  the Wisteria Formations team on 0844 893 0808 or alternatively e-mail us at formations@wisteria.co.uk. We will be happy to assist.

Some companies, although profitable, can have cash flow problems at times and therefore may become insolvent. There are two types of insolvency; balance sheet insolvency and cash flow insolvency. Balance sheet insolvency is when a company’s liabilities exceed the company’s assets. Cash flow insolvency is when the company is not able to pay their debts when they are required to do so. This includes company bills such as paying off the credit card, unpaid utility bills, overdrafts, unpaid salaries, rent or mortgages.



Legally a company is not ‘in insolvency’ until a formal insolvency procedure has been started by a third party member such as a creditor. The directors of a company facing financial difficulty must act reasonably and properly in this situation. The main duty whilst the company is under ‘doubtful’ solvency is ensuring that the creditor’s loss is minimised. The duties to the company come secondary in this instance.

Other decisions which company directors need to take include;

• Should the company stop trading?


• What responsibilities does the company have towards its employees?


• Have any of the actions taken by the directors given rise to any criminal activities?


• Should any of the directors resign?

Before any formal insolvency procedures are taken up, company directors should look at informal solutions of improving the businesses financial position. This includes doing things such as restructuring the business, selling a part of the business, getting more funding and coming to an informal agreement with the creditors.

When the company’s assets are greater than its liabilities they may want to stop the business, sell of the assets and pay of their liabilities. In this instance, when the company has no assets left they are able to apply for the company to be struck off. This would be an informal winding up procedure that is available to directors.

There are several formal insolvency procedures. These are detailed below:

Compulsory liquidation: A presentation of a petition is made by someone (this could be a creditor) and the court decides whether the company should be liquidated or not.

Creditor’s voluntary liquidation: The shareholders decide on closing the company voluntarily. The creditors play a significant role.

Member’s voluntary liquidation: This is similar to creditor’s voluntary liquidation however the shareholders play a more significant role.

Administration: This has a more positive aim and it is to save the company from the financial trouble it faces and hopefully ensure it is able to carry on with its business afterwards. The administrator takes over the business and has the power to make necessary changes to achieve their goals.

Receivership – A receiver is appointed and given all the decision making power. Usually all the company’s assets are sold in order to repay the creditors debts which usually mean a loss of goodwill for the company and the lack of ability to carry on trading afterwards.

Voluntary arrangements: This is an agreement between the company and the creditors, in which the creditors grant the company a period of time in which to repay its debt. Creditors usually only agree to this if they see that they are likely to be able to recover the money and see the company commencing business in the future again.

It is advisable to talk to a professional insolvency practitioner or accountant when dealing with the issue of insolvency. If you would like any information regarding company formations than please feel free to contact the Wisteria Formations Team on 0844 893 0808 or alternatively e-mail us at formations@wisteria.co.uk

The Certificate of Incorporation is the official and legal document given by Companies House, which states that your limited company is in existence.

It contains within it the following:

-          The name of the company

-          The type of company it is

-          The company number

-          The date in which the company was incorporated

-          Whether the company is incorporated in England and Wales, Wales, Scotland or Northern Ireland



You may want to purchase a hard copy of the certificate of incorporation as many organisations such as banks need proof that the company exists and may request to see the original hard copy of the document. In addition, if you wish to conduct business internationally you are most likely to require this certificate. When you register your company online with Wisteria Formations you can select the option of purchasing a hard copy of the certificate of incorporation. You will also be sent an electronic copy of the certificate once your company formation is complete.

Along with the certificate of incorporation you may also want to think about purchasing other documents for your company. A share certificate will detail the number of shares each shareholder holds within the business and each member should receive a share certificate within two months of the shares being issued to them. The certificate of good standing proves that your company has been compliant with Companies House regulations and can assist in building consumer trust for your business.

If you have any queries in regard to any of the company documents or online company formations than please feel free to contact the Wisteria Formations team on 0844 893 0808 or alternatively e-mail formations@wisteria.co.uk. We will be happy to assist.

If you are a contractor thinking of forming a Private Limited Company you may have come across umbrella companies as well. Forming Limited Companies or umbrella companies both have their advantages and disadvantages.

A PAYE umbrella company is set up in order to act as an employer of a contractor who wishes to form their own company but does not wish to deal with the related administration involved. In essence, the contractor becomes the employee of the umbrella company and receives a normal contract of employment. The contractor is paid via PAYE a basic salary as well as a commission depending on the projects undertaken.

A Private Limited Company offers its shareholders limited liability. It is a separate legal entity and can therefore make decisions and perform actions separately from any of the individuals involved in the company. Being a director of a Private Limited Company you are able to take regular payments as an employee through PAYE but you also have the option of taking out annual dividends.

The main advantage of using an umbrella company is that you are usually able to benefit from some tax savings on the expenses you incur whilst completing the job, for example travel expenses. The main advantage of setting up a Private Limited Company is that all of the shareholders of the company have limited liability and it can be more tax efficient.



Advantages of a Private Limited Company:

-     You have complete control over the company and there is an element of prestige created when forming a Limited Company.

-     Shareholders have limited liability as they are a separate legal entity from the company.

-     This can be the most tax efficient way of keeping the majority of the income.

-     You may be able to draw dividends from the company which are not susceptible to National Insurance contributions.

-     You have the option of registering for the VAT flat rate scheme which can potentially allow you to increase your profits

-     A wider range of expenses can be claimed

Disadvantages of a Private Limited Company:

-     You will have to comply with the administrative and legal requirements of forming a Limited Company

-     You may need to hire an accountant to handle your financial affairs

-     It can be costly if you will be contracting for a short period only

-     It’s not really ideal if you are earning a low income

Advantages of a PAYE Umbrella Company:

-     The process of being paid is pretty simple as you fill in your timesheet, submit it and then wait to be paid.

-     It is suitable if you are contracting for a short period of time

-     You will have somebody else completing the paperwork for you.

-     Before you receive your pay all tax and National Insurance will be deducted therefore you will not have extra taxes to pay

Disadvantages of a PAYE umbrella company:

-     You have to pay the Umbrella company for their services

-     There will be a delay in receiving your income because it has to initially go through the umbrella company’s bank account

-     You are not able to take dividends and therefore are fully PAYE taxed on all of your salary

-     It can be less tax beneficial than operating as a Limited Company

-     You are relying on the umbrella company to correctly process your payments and invoices on time

Different umbrella companies charge at different rates. Depending on your individual circumstances it may be worth fully investigating whether it is worth operating through an umbrella company as the fees can be expensive.  If you would like more information about forming a Private Limited Company please feel free to contact the Wisteria Formations team on 0844 893 0808 or alternatively e-mail us at formations@wisteria.co.uk. We will be happy to assist.