Limited Company FAQs

WHAT IS THE BENEFIT OF LIMITED LIABILITY? 

Limited Liability protects the owner of a Limited Company from personal loss as the company is a separate entity and hence has its own profits and debts. This is unlike the owner of a business (sole trader) as his business debts would in fact be his personal debts.

HOW DO I CHECK IF MY CHOSEN COMPANY NAME IS AVAILABLE? 

You can check the availability of a Limited Company name via our online search service. When choosing your name there are some factors to consider. It needs to be unique and must not be offensive, constitute a criminal offence or give the impression that the company is connected with the Government or a Local Authority. If you have any queries, please contact us and we will be able to offer expert advice.

WHAT INFORMATION DO I NEED TO SUPPLY FOR THE NBR TO FORM MY LIMITED COMPANY? 

1) the company name.
2) the people:
3) – names and addresses of the shareholders
– names and addresses of the directors
– dates of birth
– telephone numbers
4) – town of birth
– mother’s maiden name
5) a registered office address
6) – company objectives / activities
– the number / type of shares being issued

CAN I FORM A LIMITED COMPANY AND TRADE USING A DIFFERENT NAME? 

Yes, although it may be wise to protect your trading name using our Business Names Protection service before commencing business so as not to infringe on an existing trading name and to ensure protection of your name for the future.

CAN I FORM A LIMITED COMPANY AND LEAVE IT DORMANT UNTIL I WISH TO TRADE? 

Yes, once the company is formed and the company officers are in place, the company can remain dormant until you need it. However, on the anniversary of its incorporation you must file a confirmation statement and dormant accounts (“nil” if it has never traded) with Companies House. You must also remember to keep Companies House informed of any changes within the infrastructure of the company as they happen e.g., if there are changes in Directorship or Registered office address. This requirement is also the same for companies that are trading, and we can assist you with these ongoing matters.

WHAT OFFICIAL DETAILS AND PERSONNEL DO I NEED IN ORDER TO FORM A LIMITED COMPANY? 

To form your company, you will need at least one director and at least one shareholder (these can be the same person). A UK registered office address is also required. This can be your address, or we can provide you with a registered address service.

WHAT ARE THE COSTS INVOLVED? 

To set up a new company costs £135 inc. VAT and a full company kit.

WHAT IS INCLUDED IN A FULL COMPANY KIT? 

The cost includes all formation fees and expenses and the unique National Business Register full company kit. This comprises of a smart attaché case containing 6 copies of the memorandum and articles of association, the certificate of incorporation, we complete the company register, PSC (Person with Significant Control) information, director forms and share certificates, plus any extras as required.

HOW LONG WILL IT TAKE? 

To form a new company takes around 24 hours. Our expert team are on hand to advise what is best for you and guide you through the process so if you have any questions get in touch.

LLP FAQs

IS AN LLP A BUSINESS OR A COMPANY? 

The general answer is both, technically it’s a company, but has tax advantages of a business and limited liability.

WHO CAN BECOME AN LLP? 

Any profit seeking commercial business and professional firms. This type of formation is most commonly used by professionals looking to go into business together; for example, law and accountancy firms.

WHAT IF THE BUSINESS RUNS UP DEBTS? 

Registering as an LLP means you are protected against debts the business incurs and any debts a ‘partner’ may also incur.

DOES THE LLP HAVE TO FILE ACCOUNTS LIKE A LIMITED COMPANY? 

As technically it is a company it must file company accounts although these are usually filed in a brief, modified form for small companies.

WHEN WOULD I HAVE TO FILE ACCOUNTS? 

Your accounting period would be 12 months from the end of the month in which your company is formed, you must submit those accounts within 10 months after the end of your financial year. (The actual accounting period can be changed in the first year using form LL AA01).

HOW MANY PEOPLE ARE NEEDED TO FORM AN LLP? 

A minimum of 2 people.

HOW IS AN LLP TAXED? 

The same as a normal partnership.

CAN I TRANSFER FROM A PARTNERSHIP TO AN LLP? 

Yes, it’s straightforward and we can assist you, but basically the act is designed to enable you to become LLP without tax implications.

IS STAMP DUTY CHARGED ON TRANSFERRING ASSETS? 

Stamp duty is not charged if the assets are transferred into a new LLP.

I RUN MY BUSINESS FROM HOME CAN I STILL HAVE AN LLP? 

Yes, there is no legal restriction at all.

PLC FAQs

WHAT ARE THE BENEFITS OF A PLC? 

The shareholders of a PLC have limited liability. Capital can be raised through issuing shares and the business can be floated on the stock exchange or other alternative investment market (note this is not a necessity of forming a PLC). PLC’s can also offer you spread risk, more finance options and increased status. These can all help enabling future expansion and increased powers when negotiating with suppliers.

WHAT ARE PLCs USED FOR? 

Mainly for high-profile and larger companies trading internationally.

HOW IS A PLC DIFFERENT TO A LIMITED COMPANY? 

A PLC must issue a minimum of 50,000 x £1 shares, and a quarter must be paid up. A limited company only need issue 1 x £1 share.

WHAT IS THE LIABILITY OF A PLC? 

With a limited company as above the liability would only be from £1 payable to creditors. With a PLC the liability would be £50,000 minimum.

CAN I PUT GOODS, EQUIPMENT OR VEHICLES INTO THE COMPANY INSTEAD OF MONEY? 

Yes, you can introduce capital equipment up to the value, which then becomes a company asset and you would have no further liability if it has true valuation.

IS A PLC MORE RISKY THAN LTD? 

Yes, if not run properly. If you are just starting out or have a small to medium sized business, we would not recommend forming a PLC.

COULD I HAVE A LTD COMPANY AND A PLC? 

Yes, some clients use the PLC for the trading image and the Ltd for the risk element and contractual obligations. Both companies must be run totally separately.

IS CREDIT EASIER TO OBTAIN? 

Yes, because anyone dealing with the company knows you have assets of at least £50,000.

DOES MY PLC HAVE TO BE FLOATED? 

No, not at all, most PLCs are privately run and controlled. It is up to the Directors to float the company and issue more shares.

CAN I OFFER SHARES TO THE PUBLIC TO GET INVESTORS IN? 

Yes, this would be an option available to you. Our expert team are on hand to advise what is best for you and guide you through the process so if you have any questions please get in touch.

Business Name Protection FAQs

HOW DO THE NBR CHECK THAT MY NAME IS AVAILABLE? 

We carry out comprehensive searches against 2 million businesses, 2.3 million limited companies, 2.5 million UK trade marks, 7 million European trade marks and 4 million domain names – that is over 10 million UK trading names.

CAN I REGISTER MY NAME WITHOUT BECOMING A LIMITED COMPANY? 

Yes, we register your business name whatever the status of your firm giving you protection and peace of mind.

WHAT DO I NEED TO DO TO REGISTER? 

Search your business name here and apply online here. Once registered, will send you a certificate of registration which, when displayed, meets all the requirements of the Section 1200-1206 Companies Act 2006.

WHAT HAPPENS IF MY NAME IS ALREADY IN USE? 

We can search altnerative names for you free of charge or you can suggest alternatives for us to check with no obligation.

ARE THERE ANY WORDS I CANNOT USE IN MY NAME? 

There are a number of restricted words, which need to be approved by the Business, Enterprise and Regulatory Reform (BERR). Restricted words or terms are usually phrases associated with already established official bodies, for example; government departments, health care organisations or other public services. Please note if the restricted word is being used appropriately for your business we will gain permission on your behalf for use of a ‘restricted’ word. If you have any queries please do contact us before applying.

HOW CAN I PROTECT MY BUSINESS NAME? 

Registration with National Business Register specifically provides protection against “Passing Off”, the common law term used to describe copying of a trading name by another business. Your annual subscription means you have peace of mind when it comes to safeguarding your business identity. We will instigate and pay for all necessary legal proceedings in protecting your business name using our solicitors and counsel where necessary.

HOW LONG DOES IT TAKE TO REGISTER MY NAME? 

Registration takes 2 business days from receipt of your application form and remittance.

HOW LONG DOES THE REGISTRATION LAST? 

A registration is renewable on an annual basis. A renewal notice will be sent to you before your registration expires or you can select to set up a direct debit when protecting your business name. Please note, 2 or 5 year protection plans that come with discounts.

CIC FAQs

CAN A CIC BUY AND SELL GOODS OR SERVICES? 

Yes. A CIC can run much like a normal business provided it acts responsibly and its actions are subject to scrutiny by the CIC Regulator.

CAN A CHARITY BUY AND SELL GOODS OR SERVICES? 

A charity is not allowed to “permanently trade.” This means it can run a temporary fund-raising event but not run price list of items permanently on sale. Many charities get round this problem by setting up a separate company (CIC or Guarantee) that dedicates its earnings to the charity.

CAN WE PAY OUR EXECUTIVES AND DIRECTORS? 

For charities and companies limited by guarantee it is not permissible to pay salaries to trustees. This rule can be circumvented in certain exceptional cases. For instance, where a trustee serves as part of his or her official position (e.g., a church or religious leader, a mayor or council leader). In some cases, this means that the person who founded the organisation and its main driving force cannot be on the board of Trustees.
For CICs there is no such restriction provided the salaries can be shown to be reasonable (this is subject to scrutiny by the CIC Regulator).

HOW LONG DOES IT TAKE TO REGISTER A CIC COMPANY? 

There is a difference in processing time between the distinct types. The slowest is the Community Interest Company (CIC) because it must pass through the normal Companies House procedures AND be checked by the CIC Regulator’s office. Furthermore, CICs (Community Interest Company) cannot be formed electronically. We must submit documents by post. The process is usually completed within 4 weeks.
On the other hand, companies limited by guarantee (whether or not they are to be charities) can be registered electronically. Because they need special documents they are not as fast as regular limited companies, but they are normally processed in one or two days.

IS IT FASTER, OR BETTER, TO FORM A REGULAR LTD FIRST AND THEN CONVERT IT TO A CIC? 

No, it is not. CIC conversion takes about as long as forming a new CIC and, of course, it increases the cost. There is also a risk that you will end up with the wrong structure because most LTD formations default to the “limited by shares” format, which may not be the right format for your CIC. Take the time to think through the options and discuss it with one of our advisors if you need help. You can convert a “limited” into a CIC; but, if you know from the outset that it is a CIC you require, it is best to order a CIC from the start.

WHAT ARE THE PROTECTIONS FOR THE DIRECTORS AND MEMBERS/SHAREHOLDERS? 

As with normal companies the CIC benefits from “limited liability”. This means that the CIC will be liable for the actions of its directors and directors will not incur personal liability, except in certain exceptional circumstances (such as where the director has acted fraudulently or continued to trade when the CIC has become insolvent). Shareholders will only be liable up to the amount of their contribution (where a CLS), and members only up to a nominal amount (usually £1) in the event it winds up (where the CIC is limited by guarantee).

WHO REGULATES CICS? ARE THE REPORTING REQUIREMENTS THE SAME AS FOR NORMAL COMPANIES? 

CICs are regulated by the CIC regulator with what is intended as a “light-touch”. This compares with the relatively “heavy” regulation of charities by the Charity Commission. However, the CIC regulator will respond to complaints from stakeholders and has considerable powers to act to protect the community interest.
As with all companies, CICs are required to file annual accounts and an annual return with Companies House. In addition, a CIC must file a community interest report annually, which will explain how the CIC pursued the community interest and involved its stakeholders and will, if applicable, give details of payments to directors and any dividends paid.

WHAT DO I NEED TO DO TO SET UP A CIC? 

Firstly, you will need to make an application. The application will set out the CIC’s social purpose and the activities it will carry out to achieve it. Provided there are no issues raised by the CIC regulator or Companies House, the CIC should be registered around two to three weeks from the application date.

Which Type of Limited Company is Right for you?

Limited Companies 

Limited liability can protect the owner of a company from personal loss or even bankruptcy, which a sole trader could not avoid. Take the stress out of making it official and form your company with the National Business Register here.

PLC (Public Limited Companies) 

Owning a PLC offers prestige and perceived status. PLC companies do not have to be listed on the Stock Exchange or Alternative Investment Market and many PLC shareholders/directors choose to retain control over their company at all times. Form your PLC with the National Business Regitser here.

Guarantee Companies 

Guarantee companies are usually run for the benefit of members of a club or association to raise funds for the benefit of others. The “guarantors” give a personal amount they will pay in the event the company fails and owes debts. If they wish, members can give an unlimited guarantee and be responsible for all debts. Can also be used for flat management. Form your guarantee company with the National Business Register here.

LLP (Limited Liability Partnerships) Companies 

An option for companies with two or more owners, the partners can limit their personal liability and avoid putting their personal assets at risk. Mostly used by accounting and law firms. Form your LLP with National Business Regitser here.

CIC (Community Interest Company) 

This is a limited company with extra features to mark it out as a Social Enterprise. CIC’s are easy to set up, with all the flexibility and certainty of the company form, but with some special features to ensure they are working for the benefit of the community rather than private individuals. Form your CIC with National Business Register here.

Employment Essentials for Small Business Owners

EMPLOYMENT FOR SMALL BUSINESS WHAT YOU NEED TO KNOW 

This article provides a quick and easy to understand checklist for new businesses on how to employ people and what the law requires of you, but also how to be a good employer.
Employees are the heart of a business & the most valuable asset, especially in a smaller company. Some would even argue your business is your employees. Thus it is important to make sure the impact they have is positive and they are treated well, helping you increase your productivity, while also abiding by the law and employment regulations.

1. Choosing what type of employee you need 

You can choose to employ permanent employees or hire a contractor/freelancer. There are different types of employment agreements such as full-time, part-time, fixed-term, freelance, consultant, and contract, all with their own legal requirements.
Find out more about employment types in this article

2. Successfully recruiting 

A clear job description & seamless recruiting  
Regardless which type you plan to employ, first you need to create a clear job description. This is vital to get relevant applications from people that have the skills and qualifications you require.
Keep a record of each applicant throughout the process, including strengths, weaknesses & other notes. It will help you select the best candidate when the interviews are done. You can do the hiring process yourself or you can hire a recruiter to do it for you.
Avoiding discrimination in the workplace  
Please note it is against the law to discriminate employees based on age, race, sex, marriage, disability, sexual orientation, and religion.

3. Inform HMRC 

When you start hiring, you need to register as an employer with HMRC. It is important to note you cannot pay your staff before doing this and also you cannot register more than 2 months before you employ and start paying staff.

4. Obtain employers liability insurance 

The law requires you to have employers’ liability insurance and it must cover for at least £5 million, coming from an authorised insurer. It is designed to allow for employee compensation if they are injured at work and protects your business if you are taken to court. You also need to display a copy of the employers’ liability insurance certificate in your workplace. The cost of this insurance is based on several factors such as: type of business, number of employees, and previous insurance claims history.

5. Draft the employment contract 

If this is your first contract, it is advisable to seek professional legal advice in order to make sure all is in order. The employment contract needs to be signed by both parties, both you and your future employee.

6. Make sure every employee has a National Insurance Number 

You also have to ensure every employee has a National Insurance Number, as contributions need to be paid and tax payments need to be recorded against their name.

7. Bookkeeping: keep accurate tax records, remember key dates and tasks & set up a payroll system 

Legally, you are required to keep accurate tax records for six years. They need to be safe, secure and easy to access when needed. For this, you can use an accounting software or hire an accountant who can do that for you.
It is also advisable you log in to HM Revenue and Customs’ (HMRC) PAYE Online service to send payroll reports to HMRC, access tax codes and notices about your employees, appeal a penalty if you get one, get alerts from HMRC for late reporting/paying or any mistakes in the monthly reports.
For setting up a payroll system you can either do it yourself or hire an accountant to deal with this and with your tax records. Usually accounting software is used and it is quite a painless process. It helps you stay compliant, pay your employees on time and file reports for HMRC.

8. Understand the rights of your employees & keep a file for each employee 

Keep an up to date record of all your employees, including full name, address, contact details, emergency contact details, tax details, a signed copy of the employment contract, and any other important information about them. They need to be kept for 6 years just like the tax records.
If you are unsure what information you need and are allowed to collect about your employees, contact HMRC.

Funding Options for Your Business

Finding The Best Option 

There are a multitude of options available when it comes to financing your new business idea, either as a sole trader or as a limited company. You can choose between business bank loans, loans specifically for start-ups, personal investment, peer-to-peer lending, equity investment, crowdfunding or asking your family and friends if they have the means to help.
Ideally the best funding option is the one you can afford to pay back and has good repayment terms, provides enough for your project and you overall feel confident and comfortable about it. There is no universal ‘best option’, you need to find what would work best for you.

TYPES OF FUNDING 

Personal Investment 

Putting your own money into your business can be an easier and faster way of seeing your business idea come to life. This is applicable whether you plan on operating as a sole trader or as a limited company. However, it is also a test of your confidence and commitment to your idea. While this does not require an application or business plan, it is recommended that you have one to ensure you have thought it through.
Some drawbacks to this are; you might not have as much money to invest into it compared to getting a loan or a grant, and the money you put in might be your emergency savings. This could impact you in the long run, as well as change your lifestyle and day to day budget.
Always keep your business money separate from your personal finances, evaluate the risks thoroughly, be careful not to lose assets in the worst case scenario and know what the limits are.

Friends and family 

If you don’t have the personal means to invest into your business, you might have thought about asking your friends and family. However, the key thing here is to be careful not to affect and deteriorate your relationships in the process. For this option it doesn’t matter if you would like to be self-employed or operate as a limited company.
Always be honest and clear about how much money you need and what the repayment plan would be and make it formal by putting things in writing. This would help you avoid misunderstandings in the future.

Business loans 

Banks might be willing to lend you money for your business. However, many are wary of new businesses and self-employed ventures and would much rather prefer lending to an established limited company. To apply for a business loan you would need a detailed business plan, sales and revenue projections, a cash flow forecast and accounts and tax returns.

Start Up Loans 

If the banks refuse to lend you money for your new business, you can always have a look at start up loans. They are aimed exactly at new entrepreneurs that have been trading for less than two years and are given to both sole traders and limited companies. Additionally, they are supported by the Government, allowing you to borrow between £500-£25,000 over one to five years. These loans are provided by the Start Up Loan Company and its delivery partners throughout the UK. They can also help you write a business plan, prepare your financial projections, while also offering financial advice & mentoring.

Peer-to-peer lending 

Peer-to-peer lending works just like a regular loan but the main difference is the money comes from individuals that have invested their money into the scheme. Usually P2P lenders are online only and might offer lower overheads and good interest rates.

Business grants 

Depending on the type of business you have, you might be eligible for business grants. If your company would meet an urgent demand, solve a problem, or improve social mobility, you might be eligible to apply and receive financial help. They are highly competitive and you need to research where to get it from as it might be offered by the government, your local authority or local growth hub.

Equity Investment 

In the case of equity investment, business angels or venture capitalists offer financial investment in exchange for shares of your company. You would also benefit from expertise and industry contacts, in addition to the money. To attract investors your company should have the potential to grow in the future and deliver good value for the investors’ money. One drawback is that you might not end up the only decision maker in the company and that you might have to share its control.

Crowdfunding 

Crowdfunding is when people need money for their business idea and turn to the online sphere and other people for help. There are platforms specifically for this where almost everyone can advertise their business idea and plan. However, only a few are successful when crowdfunding, especially that you need to raise all the money you requested or you risk getting none of it. Success also requires you to build an audience or a community and to offer them gifts or the product when the campaign ends.

The Basics of Seed Funding

What is seed funding? 

Despite the varying terminology, seed funding, seed capital or seed money are all the same form of investment. It is essentially the first official equity funding stage and typically represents official money that a business raises from an outside investor in return for a stake in the company.
Seed funding tends to be done at the very start of a businesses life and is the early financial support which initially helps to grow the business in the early stages to inject much needed funds into the project. Almost every company will get an initial investment through seed funding, however it is becoming more common in recent times with new start-up businesses cropping up.

What is seed funding used for? 

Seed funding can be used for a wide variety of things and is ultimately designed for a company to do with as it sees fit. Some investors will stipulate what they wish for the money to go towards, whereas others will not.
Seed funding is generally used to help project the company into the next round of funding or to finance it’s first steps including the likes of product development, market research and much more so that it is in a position where it can generate its own income. With the right dedication, business strategy and perseverance the company should hopefully start to grow from this initial investment.

Who can invest via seed funding? 

Almost anyone who has a bit of money can invest via seed funding from family and friends to founders and more. Many companies tend to prefer to have investors who are known and are close to them, however, outside investors, such as venture capital and angel investment can also be seed funders.
Angel investors are those who tend to invest in start-ups and are classed as a riskier venture as there is no previous track record of the business so far. In exchange for their investment, they tend to expect an equity stake in the company. Venture capital financing is a private equity capital that can be provided at various stages or funding rounds.
Many start-up businesses tend to get their seed funding through other projects too such as via crowd funding systems and Kickstarter among others.

What do seed funders get? 

Seed funding is ultimately just a stage of funding rather than a method or way of funding. They will usually invest in a part of the company so they will usually benefit if they decide to sell their shares to another investor or from any of the stock equity should the business decide to go public. If a company has crowdfunded, the business could have various offerings for their investors including bonuses for their investments or even early access to certain services of products depending on what the business offers.