All limited companies must be registered ('incorporated') with Companies House. For this you need:

• a company name - there are rules on what it can and can't include
• an address for the company
• at least one director
• at least one shareholder
• the agreement of all initial shareholders ('subscribers') to create the company - known as a 'memorandum of association'
• details of the company's shares and the rights attached to them - known as a 'statement of capital'
• written rules about how the company is run - known as 'articles of association'

We can take you through the entire process on our online formation system and help you create the relevant agreements, articles and statement of capital

By using the York Place online formations system you could have a company formed the same day.

The following are the main differences between the requirements applicable to public companies and those applicable to private companies:

• The name of a public company must end with the words 'Public Limited Company' or a permitted abbreviation or Welsh alternative.
• The allotted share capital of a public company must have a nominal value of not less than the 'authorised minimum' (presently £50,000 or the euro equivalent).
• The allotted share capital must be at least 25% paid up as to nominal value and be at least 100% paid up as to any share premium.
• Private companies are prohibited from offering their shares or debentures to the public
• Public companies are subject to stringent rules to ensure that full value is given for allotted shares.
• A public companies must have a qualified company secretary.
• A public company, regardless of size, must prepare full accounts and has none of the exemptions available to private companies.

• A company limited by guarantee has no shareholders but has members instead.
• Each member undertakes to contribute to the assets of the company up to an agreed amount (which is usually nominal, e.g. £1) to meet its liabilities when it is wound up.
• The members are the original subscribers to the memorandum and such other persons as the directors approve for admission to membership and whose names are entered as members in the register of members.
• Certain non-profit-making private companies are permitted to omit the word 'limited' from the company's name.
• Companies limited by guarantee are not required to submit a list of members with the annual confirmation statement
• This format is normally used for charities and non-profit making organisations.

• An unlimited company is a corporate body in the same way as a limited company but the members are liable, without limit, for the company's liabilities.
• These companies are exempted from filing accounts with the Registrar (unless the company is a holding company or subsidiary of a limited company, a banking or insurance company or the holding company of such a company or unless each of the members of the company is a limited company, another limited company each of whose members is a limited company or a Scottish partnership each of whose members is a limited company).
• Share transfers must be signed by both parties.
• On an allotment of new shares, a return of allotment is only required to be delivered to Companies House if the allotment is of a new class of shares.

To register a company name , it needs to first be checked against the register (for similarity to existing names) and against the list of controlled words in case it will only be allowed with certain evidence.

We are happy to check for you and advise on availability or you can use our company name checker.

In summary, a name will not be registered if:

• it is the same as a name already appearing on the Companies House index
• it contains the words 'Limited', 'Ltd', 'Unlimited', or 'Public Limited Company, 'PLC', 'Limited Liability Partnership' or 'LLP' or their Welsh equivalents or abbreviations, except at the end of the name
• in the opinion of the Secretary of State it is offensive
• in the opinion of the Secretary of State its use would constitute a criminal offence

In addition various words are sensitive and the Registrar requires either further information about the activities of the proposed company or written consent from the appropriate body. We can advise on sensitive names and the relevant information needed to register these successfully.

'TOO LIKE' NAMES

A company can be directed to change its name within 12 months of registration by the Secretary of State if it is 'the same as' or, in his opinion, 'too like' a name appearing on the index of names at the time of registration. Such names will be brought to his attention by registered companies/LLP's who feel that the name is the same as or too like their own. The possibility of this event should always be borne in mind when a name is being chosen.

The Secretary of State will only consider representations in respect of variances in the visual or phonetic nature of names as well as other commercial information including the history of the name's usage and eminence in a particular field between the names of the two companies. The nature and location of the businesses will not be taken into account. Subject to these requirements, names may be considered 'too like' in the opinion of the Secretary of State:

• if the names are phonetically identical
• if there is only a slight variation in the spelling of the two names and the variation does not make a significant difference between the names
• if, in the case of an overseas company, the names differ from a name already on the index only by the substitution of the oversea country equivalent of Limited, Unlimited or Public Limited Company.
• if the names contain a word or words which might be regarded as a distinctive element, unless that element is qualified in such a way as would minimise risk of confusion. A distinctive element will normally be defined as 'made up words', 'non dictionary words' or 'combinations of 2 or more letters as a prefix'. In some cases everyday words used in a 'distinctive' way may also be considered as distinctive elements. Place names, or everyday descriptive words in general use will not normally be regarded as distinctive. Similar descriptive elements, eg press/printing, staff agency/employment agency, or the inclusion in one name of only a general, or 'weak' qualification such as holding, group, system, services etc, would not normally be regarded as a sufficient qualification.

In addition, various words and symbols are disregarded by the registrar - the inclusion of these words will not differentiate a new name from an existing one. These include: figures '0'-'9' and the corresponding number words; the symbols '£', '+', '%' and '@' and the corresponding words 'and', 'plus', 'percent' (and variations) and 'at'; major currency symbols ('£, '$', 'Â¥', '€' etc); name suffixes such as '.com' or prefixes such as 'www.'; other symbols such as '*', '=' and '#'; the letter 's' at the end of the name, the word 'the' at the beginning of the name (where it is followed by a blank space) and blank spaces between words.

The memorandum of association confirms the subscribers' intention to form a company and become members of that company on formation.

A company's articles of association are the internal rules and, legally speaking, are a contract between the company and its members. They should deal with matters such as number and appointment of directors, share allotments and transfers, meetings, voting, proxies and many other matters. York Place have specially drafted articles to suit most common setups.

Every company must have a registered office. It appears on the public file and a document may be served on a company by leaving it at or sending it by post to the registered office.

The registered name of a company must be displayed (in legible characters which can be read with the naked eye) at its registered office and at any other place where company records are made available for inspection under the Companies Acts. The name must also be displayed at any other location at which the company carries on business, but this is not required where the location is primarily used for living. Where display of the name is required, the name must be positioned so that it may be clearly seen by any visitor to the relevant office, place or location

For England and Wales companies, the address provided can either be in England or Wales. For Welsh companies, the address provided must be in Wales. For companies registered in Scotland or Northern Ireland, the address provided must be in Scotland or Northern Ireland respectively.

After incorporation you can change the registered office address easily by informing Companies House.

Your registered office address is where official communications will be sent, eg letters from Companies House and HM Revenue and Customs (HMRC).

We provide a registered office address service in London, Leeds or Edinburgh. This is recommended for those who do not have an active office address, or who wish to keep their alternative address private. This service comes with a mail forwarding facility.

The directors are responsible for managing the affairs of the company and making sure that it fulfils its statutory duties. It is difficult to summarise everything the directors have responsibility for but the following is a useful outline. As a director you must:

1. Act in the company's best interests, taking everything relevant into account.
2. Obey the company's constitution and decisions taken under it.
3. Be honest, and remember that the company's property belongs to it and not to you or to its shareholders.
4. Be diligent, careful and well informed about the company's affairs. If you have any special skills or experience, use them.
5. Make sure the company keeps records of your decisions.
6. Remember that you remain responsible for the work you give to others.
7. Avoid situations where your interests conflict with those of the company. When in doubt disclose potential conflicts quickly.
8. Seek external advice where necessary, particularly if the company is in financial difficulty

Public companies must have a company secretary. Private companies do not have to appoint a company secretary but may do so if they wish to or if their Articles require it. York Place standard articles allow for appointment of a secretary at the discretion of the directors. As an officer of the company, the secretary may be liable for defaults committed by the company.

The role of the secretary is not set out in legislation and will vary from company to company but the following are the duties normally undertaken by the secretary:

• Maintaining statutory registers
• Filing of statutory forms
• Arranging meetings of directors and shareholders
• Circulation of written resolutions
• Supplying accounts to members
• Keeping records and minutes of meetings
• Allowing inspection of company records as required by statute
• Keeping and applying company seal
• Co-signatory of execution of company documents
• Authenticating forms

A company limited by shares must have at least one person (or two for a public company) taking at least one share in the company. Before incorporation you must decide the denomination or price of that share. Normally this will be £1 but it could be any value, or even a fraction of 1p. On application for incorporation, the people agreeing to take shares on incorporation of the company are called subscribers. They are obliged to pay to the company the value of their shares

Under previous Companies Acts a company had an authorised capital which was effectively the maximum amount it was authorised to allot. The concept of authorised (sometimes called "nominal") capital was removed under the Companies Act 2006. Instead a company with just one class of shares (always called "ordinary" shares) may issue as many as it likes. The amount of shares issued becomes therefore its "issued capital".

When a company has more than one class of shares, however, the maximum that can be allotted must be stated in the articles or the directors have to seek an authority from the shareholders that specifies either the maximum for each class or maximum aggregate amount for all classes.

Yes, these are called readymade companies. We have a selection of companies available The name can be changed for an extra fee.

Many of companies have just one class of shares bearing equal rights to dividends, voting and return of capital on winding up of the company. These are called, by default, "ordinary shares".

The most commonly used other classes are:

Non-voting ordinary - these have rights to dividends but grant no voting power

Preference - these carry a fixed preferential dividend which is paid before any other dividends. Normally they are non-voting unless the dividend is in arrears.

Redeemable shares - these are shares which the company can redeem in the future. The terms of redemption have to be agreed at the outset.

We advise that professional advice is sought if you are considering using multiple share classes.

You can have as many different currencies as you wish.

The directors must check that they have authority to allot and must comply with any pre-emption provisions within the Articles of Association. Pre-emption means that shares must be allotted first to existing shareholders. The company has to file a return of allotments at Companies House and the statutory registers need to be written up. Technically a person does not become a shareholder until their name is entered in the Register of Members.

Share allotment is a complex procedure and can lead to major issues if the correct procedure is not followed. The York Place Corporate Compliance department can offer advice and support.

In order to transfer a share, the transferor must present a stock transfer form to the company with details of the transferee. The directors are then obliged to register the transfer in the statutory books or provide a reason for refusal. The company's articles may contain provisions which prohibit certain transfers or require a set procedure to be followed, eg they must first be offered to existing members. Stamp duty is payable on transfers with a consideration over £1000.

The subscribers are the first shareholders of a limited company or members of a company limited by guarantee. A subscriber is a person who subscribes, or puts their name, on the Memorandum of Association and agrees to take up shares in the company or become a member at the time of incorporating the company.

A shareholder owns share in a limited company but they can also be referred to as a member of the company. The terms are therefore synonymous, for example, the register of a company's shareholders is commonly referred to as the Register of Members. A company limited by guarantee has no shares and therefore it can only have members.

Directors are responsible for the day to day running of the company whereas the members own the company. In smaller companies the directors and members may be one and the same.

Directors are responsible for the day to day running of the company whereas the members own the company. In smaller companies the directors and members may be one and the same.

HMRC will send your company a letter with your Unique Taxpayer Reference to your registered office address, usually within a few days of the company being registered (incorporated).

The letter tells you how to:

• give HMRC the information they need about your company
• set up your company's HMRC online account for Company Tax Returns and Corporation Tax

You must provide HMRC with the information your company within 3 months of starting up in business. You may be liable for a penalty if you don't do this. Any business activity counts as starting up, eg buying, selling, employing someone, advertising or renting a property.

HMRC will use this information to work out when your company must pay Corporation Tax.

You will need to register your company for VAT if its turnover exceeds the threshold of £85,000. We offer a complete VAT registration and administration service

Registering a company or partnership name or using a business name doesn't mean it's protected as a trade mark - you have to register trade marks separately.

You may still want to check the trade mark register before registering your name to make sure you can register it as a trade mark.

You can trade using a different name to your registered name. This is known as a 'business name'.

Business names must not:

• include 'limited', 'Ltd', 'limited liability partnership', 'LLP', 'public limited company' or 'plc'
• be the same as an existing trade mark
• contain a 'sensitive' word or expression unless you get permission

You can use the business name on your stationery and correspondence but depending on your legal structure you must include:

• the names of your partners
• the company name
• your personal name if you are a sole trader

There is no registry of business names. If you receive a communication from any organisation purporting to be an official registry of business name, it is likely to be a scam.

Yes, but only for certain specific groups such as banks or financial companies

Yes, to act as representative at General Meetings, ie meetings of the shareholders..

A PSC in relation to a company is any of the following:

• An individual who holds, directly or indirectly, more than 25% of the shares in a company;
• An individual who holds, directly or indirectly, more than 25% of the voting rights in a company;
• An individual who holds the right, directly or indirectly, to appoint or remove a majority of the board of directors of a company;
• An individual who has the right to exercise, or actually exercises, significant influence or control over a company;
• An individual who holds the right to exercise, or actually exercises, significant influence or control over the activities of a trust or firm which is not a legal entity, but would satisfy any of the first four tests if it were an individual.

In relation to a LLP, these criteria are modified slightly but amount to much the same thing, for example, the references to share ownership are changed to rights to surplus assets on a winding up.

The rules are part of the government's initiative to tackle tax evasion, money laundering and terrorist financing and to increase trust in UK corporate bodies.

Affected entities must:

• keep a register of those with significant control over them (the PSC Register) from 6 April 2016;
• take reasonable steps to identify those who are registrable on the PSC register;
• enter the required information on the PSC Register and keep that information up to date;
• make the PSC Register available for public inspection;
• file information about their PSC Register at Companies House as and when changes occur

A statement on the PSC register will be required to that effect using the prescribed wording.

The Government has published guidance on www.gov.uk or go to our downloads page for all the latest guidance documents.