Company Formations, Online Company Formation, UK Ltd Company Incorporation

A Trademark can play an invaluable role in your marketing and branding activities and is defined simply as a distinctive sign or indicator that can be used by an individual, business organisation or other legal entity to identify to consumers that the product or service is from a unique source, whilst also distinguishing it’s products or services from those of other entities.

A Trademark can be:

• A name, word or phrase


• A logo, symbol or design


• Based on color, smell or sound


• A company or brand name

There are two main features that a trademark must comply with. It must be distinct for the goods and services it is used for and it must not mislead people about the nature of your products or services.

A trademark may not necessarily be registered, if this is the case it must have sufficient trading reputation and goodwill built up around the mark. Common Law may give some protection here but this is likely to be difficult and costly to protect against.

Generally registering a trademark provides added protection, however the registration process incurs a fee. The benefit of registering is that it establishes, in law, that your mark is in fact a ‘trade mark’ and that it belongs to you and you alone. Once this is established you then have an automatic right to take legal action against anyone who infringes it. Due to the consequences of infringement, registering can act as a deterrent for those people who might have otherwise done so.

To register a trademark in the UK you have to apply to the Intellectual Property Office. Before registering however you should consider the following points:

• Carry out a detailed search to check that nobody else has registered the same or similar trademark for the goods or services


• Make sure that you are 100% happy with the trademark as it cannot be altered after the application has been submitted


• List all of the goods and services you wish your trademark to cover

Your application should be examined by the Intellectual Property Office within one month of receiving it and if your application is successful it will then be published in the Trade Marks Journal. Assuming there are no objections to your application your trade mark will be registered two months later and you should receive a certificate of registration.

Registering a limited company can also be beneficial in this type of situation as it will give some protection to your company name in stopping other companies from registering that particular name, whilst also providing other benefits such as tax savings, limited liability and enhanced perception of your company.

Wisteria are not trade mark attorneys and any information provided is general information.  You are recommended to take professional advice from a trade mark attorney should you wish to understand more.

If you would like to start the company formation process now please follow the link below and for any further information on company formations please contact our support team on 0844 893 0808 or send them a message at formations@wisteria.co.uk and they will respond shortly.

https://www.wisteriaformations.co.uk/uk_company_registration/list_company

Wisteria differentiates and benefits from being part of Wisteria Charted Accountants giving reassurance of high quality and professional service as well as being able to take advantage of a variety of complementary services including free telephone support as well as free consultation with a tax adviser or Chartered Accountant. On top of this the company offers a range of additional services including:

• Accountancy and business advice


• Business Plans


• Tax advice


• Company Secretary


• Registered office and mail forwarding


• VAT registration / PAYE registration

	Company Formation Statistics for Great Britain
	New Company Formations	Monthly % Change	% Change on Same Period in 2009/10	% of Incorporations Filed Online
Month
July 2010	32,791	-3.6%	Up 8%	91.1%
June 2010	34,016	+17.7%	Up 11.7%	90.9%
May 2010	28,900	-10.1%	Up 4.9%	90.9%
April 2010	32,146	-21.8%	Up 8.8%	92.2%
March 2010	41,120	+28.1%	Up 20.4%	92.8%
February 2010	32,091	+14.3%	Up 17.1%	93.7%
January 2010	28,072	+13.7%	Up 7.7%	92.4%
December 2009	24,700	-	Up 17.7%	91.4%

Above are the latest figures on new company formations of limited companies for the last 8 months including the monthly percentage change, the percentage change on the same period from the previous year and the percentage of incorporations filed online.

Over the Last 8 months there has been an average growth of +5.5% with new company formations settling in the low to mid 30,000s each month.  To add to this, comparing the percentage change on the same periods in 2009/2010 there is significant positive growth with the highest growth of 20.4%. In fact, the average period to period growth was a staggeringly high 12%.This shows a significant improvement on the previous year and is a positive sign that small businesses are growing in confidence and taking the next step into being more established by setting up a limited company.   It also confirms that confidence amongst consumers also appears to be increasing with significantly more people looking to start a business in 2010.

The percentage of Incorporations filed online remains high, averaging 91.9%.  This number is expected to increase over the next year or so as online formations are far more effective, quicker and easier with systems in place that enable companies to be set up in hours compared previously where it could take a number of days.

Registering a limited company could not be easier or quicker when using Wisteria Formations which offers a quick, effective and inexpensive way with 10 short steps to form your company in a matter of hours (Subject to Companies House).

To start your company formation now please follow the link below and for any further information on company formations please contact out support team on 0844 893 0808 or send them a message at formations@wisteria.co.uk and they will respond shortly.

https://www.wisteriaformations.co.uk/uk_company_registration/list_company

Wisteria differentiates and benefits from being part of Wisteria Charted Accountants giving reassurance of high quality and professional service as well as being able to take advantage of a variety of complementary services including free telephone support as well as free consultation with a tax adviser or Chartered Accountant. On top of this the company offers a range of additional services including:

• Accountancy and business advice


• Business Plans


• Tax advice


• Company Secretary


• Registered office and mail forwarding


• VAT registration / PAYE registration

When you form a company with a company formation agent, you will have a choice to choose additional products and services in addition to the basic service that is offered. Here are some of those extra products that you may want to consider when you form your company.

Bound Company Register

It is a legal requirement to set-up and maintain a company register at the location of your registered office (or other address if Companies House are notified) and it is important to keep it up to date. Having a printed copy which is easily accessible is useful for this purpose.

Bound Memorandum and Articles of Association

Often these documents will be required from time to time by the tax authorities, the bank or other interested parties.  It is also convenient to have these printed and ready for reference if and when it is required.

Official Incorporation Certificate

Every company is required to display their company name at their registered office. By having an Official Certificate of Incorporation, which is printed on a official paper approved by Companies House, you will be able to frame it and use it to show the official validation of the company’s existence. This document is also important as some banks will request to see the official certificate rather than a photocopy.

Printed Share Certificates

This is physical proof that an individual has a share in the company. Sometimes banks may wish to see all the shares issued before they open a business bank account for you.

Registered Office

In order for you to incorporate a UK Limited Company, you will need to have a UK address for your office. Company formation agents, such as Wisteria Formations, are able to provide you with this service. Included within Wisteria’s service is statutory mail forwarding requirements. However any other documents that require forwarding may incur an additional fee.

For more information on extra products and services that you may require with your company formation, please visit Wisteria Formations new video guide “Additional Products” at the following link: http://www.youtube.com/watch?v=27UHLfbip3Q&feature=related

With Wisteria Formations you can register a company for £24.99 and the company will normally be formed within a matter hours after all the necessary documentation and information has been received from yourself. To incorporate a company please follow the link below and receive a one hour consultation with a Chartered Accountant or Tax Adviser worth up to £250 for free.

https://www.wisteriaformations.co.uk/uk_company_registration

Shareholder Resolutions are simply ‘the means by which a company makes certain decisions’ and are made by shareholders. There are two main types of resolution, being an ordinary resolution and a special resolution (As of the 1^st October 2009 Elective Resolutions were phased out of the new Companies Act) and when one is passed the company is bound to it. These Shareholder Resolutions can either be taken at shareholder meetings or using written procedure.

Ordinary Resolutions

This type of resolution is generally used for routine business of the company for which it is necessary to give shareholders added protection by requiring 50% shareholder approval.

An ordinary resolution will be required when the statute or articles of association state a decision has to be approved by “shareholders in a general meeting”. There are few decisions which legislation requires to be taken by ordinary resolution.

A notice of the meeting has to be sent out, for an ordinary resolution this only needs to contain enough detail to inform the shareholders of the general meeting rather than the full details. If it is a Statutory written resolution then it only needs to contain the terms of the resolution and an explanation of how to agree to it and when by.

An Ordinary Resolution is carried by a simple majority (at least 50%) of votes cast by shareholders who are at the meeting and entitled to vote. On the passing of the  resolutions details need to be filed at Companies House.

Special Resolutions

Statute and legislation may require a special resolution. These are normally decisions that affect the company’s constitution and are important enough to require a larger majority (at least 75%) to pass than an ordinary resolution. The other difference is that the notice needs to contain the full text of the resolution and must state that it is a special resolution. For statutory written resolutions, it must include the terms of the resolution, the fact that it is a special resolution and an explanation of how to agree to it and when by. Special resolutions must also be filed with Companies House within 15 days of being passed as failure to do so will result in a penalty.

Some common matters that are decided by special resolution include:

• Disapplication of preemption rights


• Re-registration as a different company


• Alteration of the articles of association


• Change of company name


• Reduction in share capital


• Other matters set out in the articles of association

If you would like to change your company name Wisteria Formations can assist you with the process and will provide, complete and file the application with Companies House for a fee of just £50 + VAT. Or to start your company formation now, please follow the link below. To find out more please email formations@wisteria.co.uk or call our support team on 0844 893 0808 and they will respond shortly.

https://www.wisteriaformations.co.uk/uk_company_registration.

When forming your limited company it is essential to understand what, as a director, will be expected of you once you have set up a limited company. To do this you will firstly need to know the various roles that a director is expected to carry out.

The position of director is composed of many different roles and may vary from one company to another depending on such things as the size and structure of the company, as well as its constitution and any relevant contractual documentation.

The composition of a director’s role is largely the result of functions being assigned to directors through statute as well as arising from case law out of breaches of director’s duties. These duties include:

Officer

A director is an ‘office-holder’ and therefore is an officer of the company and thus has legal responsibility for the company.

Agent

The relationship between the company and the director is described as that of the principle and the agent respectively and results out of the company being an artificial legal entity therefore requiring a medium through which to enter into legal relationships. The agent negotiates contracts with the third party who binds the third party and the principal.

Fiduciary

A director occupies a position of power that is entrusted on him/her for the benefit of the company. This role arises out of the position of trust and the director’s control over the shareholders’ property. A director is therefore subject to certain restrictions and obligations which gives rise to liabilities if breached.

Employee

Despite the fact of the director’s position, this does not automatically grant him/her the status of employee, although it is normal for directors to work full time managing the company and therefore may wish to be stated as an employee.

To start your private limited company formation now please follow the link below and for any further information on company formations please contact out support team on 0844 893 0808 or send them a message at formations@wisteria.co.uk and they will respond shortly.

http://www.wisteriaformations.co.uk/

Wisteria differentiates and benefits from being part of Wisteria Charted Accountants giving reassurance of a high quality and professional service as well as being able to take advantage of a variety of complementary services including free telephone support as well as free consultation with a tax adviser or chartered accountant. On top of this there is a host of other extra services including that Wisteria can offer:

• Accountancy and business advice


• Business Plans


• Tax advice


• Company Secretary


• Registered office and mail forwarding


• VAT registration / PAYE registration

Due to the now stricter rules concerning company names, there may be occasions where by a company is obliged to change its name by Companies House or by a new company names adjudicator.

Companies House can direct a company to change its name:

• If it is the same name or similar name to an already registered company or one which should have been on the register (For example “Q&Z Consultants Limited” and “Q&Z Consulting Limited”)


• Where in order to register that company name, misleading information was presented to Companies House


• Where the name gives a misleading representation of the company’s activities that could potentially cause harm to the public

If a company is directed by Companies House to change its name then it must follow the procedures above within a given deadline – usually between 6 and 12 weeks. If not, it will result in the company and any officer in default being liable to a fine. As regards to misleading representation of the company’s activities in order to register the name, it has 3 weeks to apply to the courts to have it set aside if it wishes to challenge the direction.

Company Name Adjudicator - Appeals

If you feel that an unjust company name registration has been made, it is now possible to apply to a company names director for a direction that the company must change its name. An application for this is generally made where a person has opportunistically registered a similar company name in order to extract money from the applicant or prevent him from registering the name.

This arises in situations such as the registration of variations of well known company names or likely combinations of names that could be a result of a merger.

How the appeal works

1. The applicant must submit his application form stating the grounds on which the appeal is made.


2. The adjudicator will then send a copy to the accused company.


3. A deadline is given as to when it must submit any arguments in its defense. This consists of a separate form.


4. Evidence can be submitted by either party after which the adjudicator will make his decision.


5. If successful an order will be given for the company to change its name by a given date, failure to do so results in an instruction to Companies House to change the companies name without their consent.

For a claim to be successful the applicant must show either he had previously acquired goodwill in the name or it is similar enough to mislead by suggesting a connection between the company and the applicant.

If you would like to change your company name Wisteria Formations can assist you with the process and will provide, complete and file the application with Companies House for a fee of just £50 + VAT. Or to start your company formation now, please follow the link below. To find out more please email formations@wisteria.co.uk or call our support team on 0844 893 0808 and they will respond shortly.

https://www.wisteriaformations.co.uk/uk_company_registration.

The first point to be made is that shares in a Private Limited Company are not necessarily tradable and will not be offered to the public on a recognised stock exchange.  Only shares in public companies may be offered to the public on a recognised stock exchange.

The total value of a company’s shares is known as the share capital. This is a figure normally expressed in monetary terms which in a broad sense represents the shareholders’ investment in the company and is divided into units with a fixed value known as shares. For example if a company has 100 shares at £1 each it’s total share capital will be £100.

On the one hand the share capital represents the investment by shareholders but also represents the limit to which shareholders are personally liable for the company’s debt.

In private companies where the shareholders are often the directors, the directors can be liable to the company or creditors if they have acted fraudulently or traded wrongfully.

The shares of the company can also be paid up or unpaid; if they are unpaid and the company goes in to liquidation then the shareholders will be required to pay-up any unpaid element.

One misconception is that a shareholder owns a share of the assets.  Instead their shares carry certain rights within the company from which the shareholder can benefit. The exact nature of these rights are determined by the company that issues them and is normally set out in the articles of association or shareholders agreement. The three main rights which could attach to a share are:-

• Voting rights


• The right to receive a dividend – A share of the distributable profits of a company


• The right to receive a return of capital – Capital payment from the company


• The right to receive a share in the assets of the company upon a winding up


• Pre-emptive rights

It is these rights that determine the relationship between the company and its shareholders and are important factors in determining the monetary and non-monetary value of a company’s shares.

The sale of shares are an important source of funding in a company especially for startups which may lack the ability to obtain alternate sources of funding. In this way instead of having to pay the money back or pay interest to investors, the shareholders receive a return on their investment by way of dividends.

When setting up a company limited by shares you can decide on the quantity of shares and the nominal value of each share. Wisteria Formations normally recommends 100 shares each with a nominal value of £1. The reason for this is for division purposes (it can easily be split) and for the allowance to raise finance without issuing more shares.

To start your private limited company formation now please follow the link below and for any further information on company formations please contact out support team on 0844 893 0808 or send them a message at formations@wisteria.co.uk and they will respond shortly.

http://www.wisteriaformations.co.uk/

Wisteria differentiates and benefits from being part of Wisteria Charted Accountants giving reassurance of a high quality and professional service as well as being able to take advantage of a variety of complementary services including free telephone support as well as free consultation with a tax adviser or chartered accountant. On top of this there is a host of other extra services including that Wisteria can offer:

• Accountancy and business advice


• Business Plans


• Tax advice


• Company Secretary


• Registered office and mail forwarding


• VAT registration / PAYE registration

A ‘dormant company’ is, technically speaking, a company that has no significant accounting transactions during a financial year. This is effectively a company that is not trading, therefore will have no accounting transactions other than some specific transactions such as the initial payment for the issued shares on incorporation and other transactions that are effectively administrative for the company, such as filing an annual return with Companies House.

The registration process for a dormant company is actually the same as for a normal company. Many people assume that the process is different as some formation agents will charge extra. Registering a dormant company should in fact incur no extra cost with a formation service.

So why would you want to register a dormant company? The main reason for doing so is to reserve the company name for use later if the business is still in its preliminary phases and you are worried about the name being taken.

Despite being dormant there are still documents that you need to file and steps you have to take after the company has been registered to ensure everything runs smoothly. These include:

1. Informing HMRC

After your limited company has been formed you will receive a letter from HMRC. You need to respond by telling them that your company is dormant and that should you start trading you will inform them within 3 months. This can be simply done by writing a letter to them if you wish.

1. Annual Return

The annual return has to be submitted to Companies House yearly, with a filing fee of £15 via their website. This is fairly simple and when selecting a sic code which describes the nature of business you can simply select dormant and review the annual return for correctness.

1. Dormant Accounts

Accounts still have to be filed every year even though dormant, to ensure that no significant transactions have taken place.  These accounts are a different form to the norm – Form AA02. There is no cost to file these accounts, however there are penalty charges for not filing the accounts on time.

Also due to the company being dormant you should not have to file a corporation tax return however if HMRC request a tax return, then you will need to respond by writing to them informing them that your company is dormant or file a nil return, as failure to do so could result in penalties.

If you would like to register a dormant company or non-dormant company then Wisteria Formations offers a quick, effective and inexpensive way with 10 short steps to form your company.

To start your company formation now please follow the link below and for any further information on company formations please contact out support team on 0844 893 0808 or send them a message at formations@wisteria.co.uk and they will respond shortly.

https://www.wisteriaformations.co.uk/uk_company_registration/list_company

Wisteria differentiates and benefits from being part of Wisteria Charted Accountants giving reassurance of high quality and professional service as well as being able to take advantage of a variety of complementary services including free telephone support as well as free consultation with a tax adviser or chartered accountant. On top of this there is a host of other extra services including:

• Accountancy and business advice


• Business Plans


• Tax advice


• Company Secretary


• Registered office and mail forwarding


• VAT registration / PAYE registration

When forming your new limited company, there are a few things that we as the company formation agent need to carry out before we can proceed with your application. The most important of these is carrying out the Anti Money Laundering Checks.



Firstly, what is Money Laundering? A simple definition of money laundering is the process of engaging in transactions that are designed to conceal the true original source of the money. It is often carried out by criminals and terrorists in the “underground” economy.

For this reason, Money Laundering Regulations were brought in by HMRC and FSA, in order to protect the UK’s financial system from any suspicious activity. Businesses were forced to have certain controls in place so that any money laundering by criminals and terrorists could be prevented using a system of checks.

As a company formations agent, we are legally required to carry out these checks under the Money Laundering Regulations 2007 to prevent any potentially fraudulent activity. We are required to check that those details you provide on your application match with the official documentation you provide. This will help us to identify individuals that may be using fabricated details and to prevent any suspicious activity.

When you complete the online company incorporation application process, you will be asked to send us important documents for all the directors and all the shareholders that have a shareholding of more than 20%. The documents that we require from each of those individuals includes a copy of either a driving license (photo card) or a passport in order to prove your identity. As well as this, a copy of a utility bill or bank statement showing your name and home address.

When forming your new limited company, you should anticipate that a company formation agent to ask you to provide these documents and to undertake these AML checks.

For more information of these regulations and the full Money Laundering Regulations 2007, please visit http://www.opsi.gov.uk/si/si2007/uksi_20072157_en_1.

To start your company formation now please follow the link below and for any further information on company formations please contact out support team on 0844 893 0808 or send them a message at formations@wisteria.co.uk and they will respond shortly.

https://www.wisteriaformations.co.uk/uk_company_registration.

A company may want to change its registered name for any reason such as re-branding, to improve or change their image, or to enable a new owner to make his mark on the company. A company can also be obliged to change its name by Companies House (on behalf of the secretary of state) or a new company names adjudicator.

Changing the registered company name must not be confused with simply operating under a different trading name. The reason for this is that the company’s registered name must be displayed on all corporate documents, websites and signs at their premises.

Further to this, changing the registered name will not alter its ‘legal personality’ and it will retain the unique company registration number which allows third parties to trace the same company through name changes. It also means you cannot change the words indicating what type of company it is, known as the status, (For example from “123 Foods Ltd” to “123 Foods plc”). In these examples, changing from an ‘Ltd’ to a ‘Plc’ requires a change in status of the company.

Once those points have been considered you can move on to registering the change. To do this:

• Your company must pass a special resolution at a general meeting (Passed by 75% of those members entitled to a vote); or


• Your company must pass a special written resolution that the name of the company be changed to the new name; and


• A signed copy of the resolution(s) should then be sent to Companies House, together with the fee and required form

Rather than passing a special resolution companies will be able to change their names following any alternate procedure set out in their articles of association. However they will still have to file a notice of the name change and a statement that the change has been made in accordance with the companies articles at Companies House.

If you would like to change your company name Wisteria Formations can assist you with the process and will provide, complete and file the application to Companies House for a fee of just £50 + VAT. Or to start your company formation now, please follow the link below. To find out more please email formations@wisteria.co.uk or call our support team on 0844 893 0808 and they will respond shortly.

https://www.wisteriaformations.co.uk/uk_company_registration.