In the
United Kingdom, every company must have formally appointed company officers. By statute, a private company must have at least one director and until April 2008 also had to have a
secretary. The company's
articles of association may require more than one director. At least one director must be an
individual, not another company. Anybody can be a director, subject to certain exceptions. A person who is yet to be discharged from
bankruptcy or who has been banned from being a company director by the court will be prohibited. In addition, natural persons must have the legal capacity to consent to their appointment as director of a limited company. As of October 2008, the minimum age required to give this consent is 16 years of age. This change was applied retroactively, with any directors under the age of 16 being removed from the register upon the implementation of the
Companies Act 2006. This was already the case in Scotland, under the
Age of Legal Capacity (Scotland) Act 1991. No formal qualifications are required to be a company director or secretary, but the company must comply with many laws and regulations, regardless of such qualifications or the lack of them. Certain non-British nationals are restricted as to the work they may undertake in the UK, depending upon their visas, work permits, national insurance payments center location and tax details, training, English language and professional indemnity insurances. As of October 2008 (Companies Act 2006), it is no longer necessary to obtain a court order to withhold a director's address, as a "service address" can be supplied as well, with the residential address being held as protected information at Companies House.
Share capital When a limited company is formed it must issue one or more
subscriber shares to its initial members. It may increase capitalisation by issue of further shares. The issued share capital of the company is the total number of shares existing in the company multiplied by the nominal value of each share. A company incorporated in England and Wales can be created with any number of shares of any nominal value, expressed in any currency. For example, there may be 10,000 shares with a nominal value of 1p, or 100 shares of £1 each. In each case the share capital would be £100. Unissued shares can be issued at any time by the directors using a Form SH01 - Return of Allotment of Shares (
Companies Act 2006 § 555) subject to prior authorisation by the shareholders. Transfers of shares in a private company usually occur by private agreement between the seller and the buyer, as they may not be offered to the general public. A stock transfer form is required to register the transfer with the company. The articles of association of private companies often place restrictions on the transfer of shares.
Company accounts A company's first accounts must start on the day of incorporation. The first financial year must end on the
accounting reference date, or a date up to seven days either side of this date. Subsequent accounts start on the day following the year-end date of the previous accounts. They end on the next accounting reference date or a date up to seven days either side. If a company's accounts are delivered late there is an automatic penalty which is between £150 and £1,500 for a private company. The first accounts of a private company must be delivered: • within nine months of the end of the accounting reference period; or • if the accounting reference period is more than 12 months, within 22 months of the date of incorporation, or three months from the end of the accounting reference period, whichever is longer. A company may change its accounting reference date by sending Form 225 to the Registrar.
Confirmation statement Every limited company must file annually a confirmation statement (previously an annual return), as required by section 853A of the Companies Act 2006, which confirms that its information held at
Companies House is correct. To help companies meet this filing requirement, Companies House may send a pre-printed "shuttle" form to each company's registered office several weeks before the anniversary of incorporation. The form shows the information that has already been given to Companies House. Companies House may also send an email reminder on the due date (annual review period date). This statement must be filed no later than 14 days after the due date, and can be filed online using a Companies House service; the fee for online submission was £13 and the fee for postal submission was £40; from 1 May 2024 these costs were increased to £34 and £62 respectively, the additional income being used by Companies House to fund their enhanced powers of investigation and enforcement undertaken in line with the
Economic Crime and Corporate Transparency Act 2023 (ECCTA).
Company Tax Return A private company limited by shares must also file for every financial year a Tax Return with
HMRC. By using a government online service, this can be done at the same time as delivering the accounts to Companies House. The deadline for delivering the return is 12 months after the accounting period ends.
Registered office Every company must have a
registered office, which does not need to be its usual business address; it is often the address of the company's lawyers or accountants. All official letters and documents from government departments (including HMRC and Companies House) will be sent to this address, which must be shown on all official company documents. The registered office can be anywhere in England and Wales, or Scotland if the company is registered there. ==Formation==