Archive for March, 2010

What are articles and memorandum of association

Friday, March 12th, 2010

Irrespective of whether you want your business to become a public limited company or a private limited company, the Articles of Association and the Memorandum of Association are two of the most important documents which can be linked to setting up either of these statuses. Used as part of the documents filed with Companies House upon company registration, it is important to know the functions of these documents and to complete them carefully. This report will explain more.

Each document has a particular purpose, with the aim of Articles of Association being to establish the connection between any shareholders the company may have, and the directors who are at the helm of managing the company and moving it forward.

By law, this document needs to be filed in order for a business to become publicly or privately limited. One of the main purposes of this document is as part of the Constitution of the company, which can cover how shares are distributed, the types of shares which are in use and the influence that a shareholder may have with regards to voting processes that may be needed for key decisions.

Companies House can outline in detail what may be defined as articles, through a document which is known as Table A. Available online through the official Companies House website, this document can be of some use once all the legalese and formal language has been fully deciphered. For most small companies, this document can be highly relevant – although it is worth noting that there are differences between Table A for privately and publicly limited companies.

Meanwhile, the Memorandum of Association is another document which is necessary when registration is being sought from Companies House. Despite this, the document no longer holds the authority of being part of the constitution from Autumn 2009 onwards.

If anything, the Memorandum of Association can be used for a company, their directors and their secretaries to state the intentions that they have. There have been changes to this document’s role over time, which has meant that companies are no longer as restricted in their activity as they once were. This was primarily due to the ‘Objects’ clause, which aimed to outline exactly what the company’s role was. A company would then have to work in these parameters, which is what used to make the process of drawing up this clause such an exhaustive process – many lawyers had to ensure that a company’s potential growth wasn’t limited in any way.

With the rules being relaxed, there is nowhere near as much information required in the Memorandum of Association as there was before.

And there you are – an in-depth look in the two official documents which you need to put forward when corresponding with Companies House. In this report, you have learned what the Articles and Memorandum of Association are. Be sure to have your solicitors at the ready in order to ensure that this step is done right, because it can certainly be something which is a hindrance to do more than once.

Setting up a public ltd company (PLC)

Wednesday, March 10th, 2010

In this article, we are going to discover the process that is associated with setting up a public limited company. However, before the formation process begins, it can be incredibly important to remember that once the status of public limited company has been achieved, the suffix ‘PLC’ needs to be placed on the end of the company’s trading name and all future official correspondence.

If you are in England, Wales or Scotland, the process of establishing a public limited company is done through an independent body from the Government’s Department for Business, Innovation and Skills. If you were not aware already, this organisation is known as Companies House, and will be one of the main authorities that you are dealing with during this process.

There are two main types of management that can be vital when setting up a public limited company. They are the directors and secretaries who are at the helm of the organisation. Most people can be a director pending that they are not disqualified because of certain factors that can include bankruptcy, and the fact that a director is not a British citizen. Additionally, there also has to be at least two directors in a PLC.

Meanwhile, the secretaries of a company need to have experience in the capacity they are working under, and this can be established by the way that they have accreditation from an official organisation such as The Institute for Chartered Accountants, or an equivalent.

The intricacies of a PLC can vary depending on the types of shares which are being used within the company, as well as the distribution of shares amongst shareholders. Regardless of this structure, the process for setting up a public limited company is more or less the same.

If the process is being done offline, the same forms need to be filled in as with a private limited company. This means that Forms 10 and 12, the Articles of Association and the Memorandum of Association all need to be filed with Companies House.

In recent times, Companies House have enabled the process of filing to become a public limited company to be completed online, saving a significant amount of time and reducing the amount of paperwork which needs to be filed by the business. For example, those who use an online route will no longer require to fill in Form 12, or to have a witness in order to acknowledge the declaration which has been made.

By going to the website, the process of boosting the profile of a company can be established. Once a company is a public limited company, there is no reason why shares can’t be distributed amongst the public and why shares can’t be traded on the stock markets. For this reason, it could be argued that the advantages of being a PLC can begin to show themselves as soon as the documentation has been filed with Companies House and everything has been fully completed.

The process involved with setting up a private limited company

Monday, March 8th, 2010

As the name suggests a private limited company in its very nature is a business model which cannot publicly trade its shares – or be active on the stock market. This is because of the fact that all of the shares are privately owned, as the name suggests.

Because of the set-up of the business, it can be a lot easier for small businesses to operate this way, and there is no reason why such a company can just have one director if the shareholder feels that this is the right way to move forward.

There is a lot of paperwork associated with establishing a private limited company, however. When a PLC is registered with Companies House, a process which can be quite long-winded in itself, the accounts concerning the business’ activity need to be kept up-to-date and meticulously monitored.

The process of setting up a private limited company all starts with a registration fee which is sent off to Companies House, along with the corresponding forms which allow a record of the company’s existence to be made. Form 10, the first form which is required, aims to inform those concerned about the directors who are in control of the business. In addition, the registered address of the company is also needed. In order for the form to be recognised, each director needs to give a litany of information concerning previous employment and activity five years to their incumbent position.

Form 12 can be compared to the terms and conditions which are signed before you download a piece of software onto your computer, albeit incredibly more significant. This form needs to be signed by the solicitor who is representing the business, as well as all of those who are directly concerned with the business forming. Once this has been achieved, there is official documentation that the business is willing to comply with all of the legislation associated with running a company in the UK.

In addition to this, the Articles of Association need to be supplied. This concerns the shares which may be in a private limited company, and the processes which are involved with the transferral of shares amongst shareholders. It also outlines the criteria which might be associated with the different types of shares. There are further criteria which are outlined in this document that includes the rules of any board meetings which will take place once the private limited company has been formed.

The second document, the Memorandum of Association, is nowhere near as important now as it was before October 2009. It used to form part of the Constitution for a British company but this is not the case anymore.

Here, we have outlined the processes which are associated with setting up a private limited company. As difficult as it may seem, it can be incredibly worthwhile once everything has been done and the business you have established is running like clockwork. Altogether, it is one of the biggest steps your business can take.

What is a private company, limited by guarantee?

Saturday, March 6th, 2010

In their very nature, private companies limited by guarantee are very exclusive in their numbers. This is because the criteria that allows a company to qualify for this type of status reduces the amount of organisations which are entitled.

For starters, UK law indicates that a organisation that wants to be a private company limited by guarantee needs to be a non-profit organisation. If you are unsure as to what constitutes one of these organisations, it is where any of the funds that remain after the overheads of the business’ activity is not distributed to those who have an interest in the organisation. Instead, the money is reinvested into the organisation in order for progress to be made in the aims which they may hold.

Because of the way that there are no profits, there can be no shareholders who benefit from the activity of the business. Instead, a private company limited by guarantee will have different bodies at the helm of the organisation that are known as ‘guarantors’.

There can be profits which are involved with the process of being a guarantor. However, there are some concerns that guarantors who are paid may have a conflict of interest as a result. This is something to be considered.

If the activity of a company is rather large, it can be important for it to have this status in order for the guarantors to be fully protected from a legal stance. When a private company limited by guarantee is purchasing property or is employing staff in order for goals to be reached, a corporate status can enable them to eliminate the liability which may be associated with making such a move.

Just because an organisation is a private company limited by guarantee doesn’t necessarily guarantee that it will receive charitable status as a result. The Constitution which a company may have needs to be fully compliant with the specifications needed in order for a charitable status to be achieved.

In all of the documentation which a private company limited by guarantee needs to fill out, one of the main priorities can be to discover which elements of the public (or if the public at all), will benefit from the activities that the non-profit organisation are undertaking. This can make things a lot clearer when a Constitution is being reviewed. Some of the different factors which you can take into consideration include the area that a non-profit organisation aims to serve, the different elements of the public which the service offered is targeting and, if this is applicable, the races that a non-profit organisation are aiming to address in their goals.

It can be difficult to determine whether a private company limited by guarantee is the ideal move for an organisation. Over time and as a company finds it way, the requirements can certainly become a lot more clearer and you will soon be able to see how obtaining such a status can benefit you in the things you do.

Sole traders vs limited companies — everything you need to know

Thursday, March 4th, 2010

When you are about to foray into the world of business, it can be very confusing to know where you should turn. One of the primary differences can be between sole traders and limited companies, and there can be a number of implications to choosing either one of these. In this article, we are going to look at both of them separately, and conclusively decide which circumstances should determine the option you go for.

As the name suggests, a sole trader is a businessperson who runs their business alone. Once tax and national insurance has been taken out of the way, the profits (or indeed, the losses) that they make are theirs and theirs alone. This means that any debt which is accrued through a business’ activity is the responsibility of the sole trader, and they are liable for the repayment of what is due.

If you are itching to get started with a brand-new business, sole trading can be an excellent option for you because it can be quick to set-up, with there being few regulations to take into consideration before you begin transacting with your clients. It can also be easy to conclude your business if things don’t go the way you expected them to.

If you are looking to make progress into your business without having to take into account the thoughts and opinions of other people, this is certainly a route for you to consider. However, there can be a cap to how much you can do with sole trading, particularly if your business gets too big for you to handle.

Should your company become more ambitious, the risks that you may be taking could be too high for you to justify on your own. At this stage, undergoing the transition into a limited company could be wise – or, if you are starting out and don’t want to be liable on your own, going through the paperwork in order to make this happen could be wise.

In contrast to the amount of sole traders there are in the UK, limited companies are certainly in the minority. There are an estimated 1,150,000 limited companies in the UK – yet there are 2,800,000 sole traders.

If a limited company has to undergo legal action, the risk that the owners of the business may have are significantly reduced. This is because of the way that a shareholder’s personal assets cannot be touched when worst comes to worse.

There is certainly a lot more paperwork to be considered. For example, a limited company has to register with Companies House, the body which regulates all activity of businesses in England and Wales. The taxation used is Corporation Tax, whilst sole traders use self-assessment in order to determine how much money is owed.

Taking some careful consideration into which method is best for you before you start your business can ensure that you don’t have any nasty surprises during your time of set-up. If you believe a limited company could be better for you, it could be better to endure the paperwork early on instead of putting it off until later.