Frequently Asked Questions

Company Formation is the process of officially registering your brand new company with Companies House. The incorporation process begins with the filing of all necessary forms and fees at Companies House and ends with Companies House issuing a Certificate of Incorporation – your company’s ‘birth certificate’. Smart Company Formations assists with the incorporation of Limited Liability Companies registered throughout England and Wales.

Electronic Formation is the process of incorporating your Company online. Benefits of Electronic Formation are faster turnaround times, lower cost and less paperwork. Upon incorporation a secure and unique ‘digital’ signature is assigned to your company which will be used for all future web filing.

We are an expert online company formation service - therefore we have considerably fewer overheads than a high street equivalent or consultancy service. This keeps our costs down to a minimum, allowing us to pass on our savings to our customers.

No. Several regulations can affect your choice. For example, all company names must end with the words 'Limited', 'Unlimited', 'Public Limited Company', or their abbreviations or Welsh equivalents. Certain companies may apply for exemption from using 'limited'.

Yes, if:

• it is 'the same as' a name already on the index - see question below;
• it includes the words 'limited', 'unlimited' or 'public limited company' anywhere except at the end of the name.
• it is offensive;
• its use would be a criminal offence.
• it contain's sensitive words - see question below

In addition, some names need the approval of the Secretary of State before they can be registered. These include names which contain words prescribed by regulations (see question below) and names which suggest a connection with central or local government. If these categories are avoided, you can normally have your choice of name.

When deciding whether a name is 'the same as' another name, the Registrar ignores punctuation, the company's status, 'the' at the start of the name, and words like 'company (or co)', 'and (or &) company (or co)'. A name that sounds the same as one already on the Company Names Index may be accepted if the two names are spelt differently.

If you have downloaded the e-book ‘The Essential Guide to Starting Your Own Company’ a list of sensitive words and expressions can be found on page 50. Alternatively a list can be found on the Companies House website using the link below:

http://www.companieshouse.gov.uk/about/gbhtml/gbf2.shtml#three

The Companies Act generally allows one or more persons to form a company for any lawful purpose by subscribing to its memorandum of association. However, a public company or an unlimited company must have at least two subscribers. Information about companies formed by a single person can be found using the link below.

If you incorporate a company yourself, you will need to send the following documents, together with the registration fee (currently £20) to the Registrar of Companies:

• A memorandum of association
• Articles of association
• Form 10
• Form 12

This document sets out:

• the company's name
• where the registered office of the company is situated
• what it will do (its objects). The object of a company may simply be to carry on business as a general commercial company

Other clauses to be included in the memorandum depend on the type of company being incorporated. The form of memorandum for each type of company is set out in a set of tables called The Companies (Tables A to F) Regulations, 1985. (In this booklet we have called them 'the Tables'.) The company's memorandum delivered to the Registrar must be signed by each subscriber in front of a witness who must attest the signature.

This document sets out the rules for the running of the company's internal affairs. Model articles are provided in the Tables mentioned above.

A company may adopt the whole of Table A as its articles or any part of it.

A company limited by shares which has adopted the whole of Table A without modification does not need to deliver a copy for registration. However, you must attach a letter to your application saying this.

Form 10 gives details of the first director(s), secretary and the intended address of the registered office. As well as their names and addresses, the company's directors must give their date of birth, occupation and details of other directorships they have held within the last five years. Each officer appointed and each subscriber (or their agent) must sign and date the form.

The same person can be both a director and company secretary, provided there is another director. A sole director cannot also be the company secretary.

It is the address of a company to which Companies House letters and reminders will be sent. The registered office can be anywhere in England and Wales (or Scotland if your company is registered there). The registered office must always be an effective address for delivering documents to the company, and to avoid delays it is important that all correspondence sent to this address is dealt with promptly. If a company changes its registered office address after incorporation, the new address must be notified to Companies House on Form 287.

The Form 12 is a statutory declaration that the information filed as part of, or in support of, an incorporation application is correct. The declaration allows prosecution under the Perjury Act of anyone making false statements and so reduces the likelihood of applicants avoiding the disclosure requirements of the Companies Act.

The Form 12 is a statutory declaration that the information filed as part of, or in support of, an incorporation application is correct. Any additional information added to an application must be accompanied by another declaration stating the new information is correct.

To indicate that they consent to act in the capacity indicated, and accept the duties and the responsibilities that go with the post.

They are signing to indicate that they as the owners or owners' representative consent to the individuals shown as directors or secretaries acting in that capacity for the company.

The Companies Act imposes no restriction on the minimum age of company directors. However Companies House will actively discourage the appointment of anyone under the age of 16 from taking up a company directorship on the grounds that the individuals concerned may not fully understand the legal liabilities that go with the position and for the most part will not have the experience necessary to perform the duties of a company director. There will be exceptions to this general rule and we are open to persuasion. If an applicant insists we would have to accept an underage appointment but applicants should bear in mind that such an appointment may damage the credibility of their company for people who examine its public record.

No, the Companies Act specifies that company officers must give their private, home address. A corporate body standing as secretary or director can give a PO Box address provided it can be validated by the Royal Mail.

Yes, provided the full address is given, including the postcode, and it is validated by the Royal Mail.

No. Subscribers or officers may be resident outside the UK.

The objects are what the company does. An example is 'General Commercial Trading'.

Dormant Companies are companies that have no significant accounting transactions during a financial year. Significant accounting transactions do not include the initial share purchase and basic cost of keeping the company registered, but do include wages. Therefore Dormant Companies cannot have paid employees (though they still require a company secretary and at least one director).

No…though we do recommend you inform the Inland Revenue of dormant status for corporation tax purposes.

No… at the end of each financial year you will normally submit Dormant Company Accounts. Once you begin trading, you will be required to submit regular Companies House accounts. The submission of these accounts will alert Companies House of your trading status.