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E-Quick Plan |
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 £ 49.95 | Renewal fees from £49.95 | | |
 Nominee Secretary Service for Public Records for one year:
 Nominee Secretaries do not usually have an active role or function in the actual business of the company.
The Company Secretary can authenticate documents or proceedings of the company and the signature of the Secretary on a written resolution is evidence of the proceedings.
Coddan will act as Nominee Company Secretary for limited companies on an annual basis.
This service is primarily designed to help people keep non-trading companies fully compliant with the law.
It does not perform any secretarial duties, and does not become involved with operations of the company in any way.
If signatures or verification documents are required extra charges will apply.
Preparation and submission of the Annual Returns (payable fee additional).
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Economy Plan |
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| £ 75.00 | Renewal fees from £75.00 | | |
Nominee Secretary For Sole Director Company:
The nominee services can be used to maintain anonymity or simply provide an additional officer to comply with the legal requirements.
Nominee Secretaries do not usually have an active role or function in the actual business of the company.
The Company Secretary can authenticate documents or proceedings of the company and the signature of the Secretary on a written resolution is evidence of the proceedings.
Coddan will act as Nominee Company Secretary for limited companies on an annual basis.
It does not perform any secretarial duties, and does not become involved with operations of the company in any way.
The nominee secretary's signature on the forms to open a bank account (no extra fee).
If signatures or verification any other documents are required extra charges will apply.
Preparation and submission of the Annual Returns (payable fee additional).
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Premier Plan |
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| £ 150.00 | Renewal fees from £150.00 | | |
Nominee Secretary For Trading Companies:
Nominee Secretaries do not usually have an active role or function in the actual business of the company.
The Company Secretary can authenticate documents or proceedings of the company and the signature of the Secretary on a written resolution is evidence of the proceedings.
Coddan will act as Nominee Company Secretary for limited companies on an annual basis.
It does not perform any secretarial duties, and does not become involved with operations of the company in any way.
We will complete and file the Annual Return on behalf of your company. This will include the fees for the filing of the official documentation.
The nominee secretary's signature on the forms to open a bank account (no extra fee).
Our Company Secretary fee covers the cost of reasonable handling of official company documents, which will be sent via the normal postal service.
If signatures or verification any other documents are required extra charges will apply.
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A company secretary's typical work activities:
Organising, preparing agenda for, and taking minutes of, meetings.
Dealing with correspondence before and after meetings, collating information, writing reports, ensuring decisions made are communicated to the relevant people.
Monitoring changes in relevant legislation and the regulatory environment and taking appropriate action.
Developing company contracts.
Managing insurance and property issues.
Developing and overseeing the systems that ensure that the company complies with all applicable codes as well as its legal and statutory requirements.
The company is bound by any document expressed to be on behalf of the company and signed by a Director and the Secretary or two Directors (s. 36A Companies Act 1985).
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(click here for other packages)
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| 1. Company subscribers may be residents outside the UK.
2. You must appoint a minimum of 1 Director.
3. Directors can be corporate bodies or private individuals.
4. A Director can be of any nationality.
5. All companies must appoint a company Secretary.
6. A Secretary can be of any nationality.
7. If there is only ONE Director he or she CANNOT also be the Secretary.
8. There is no maximum and no minimum share capital.
9. There is no minimum share capital, no paid-in capital requirement.
10. The company is required to have a registered office in the UK.
 +44 (0) 207.748.3039
+44 (0) 800.081.1510
(0) 870.080.2320
 info@coddan.co.uk |
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- DEAR VISITORS, If you want to become familiar with the description and the contents of UK company formation packages, offered by Coddan and to find above, what kind of service is included in this or that companies formation package, to get an idea about the price of annual renewal of the service, and about the general legal requirements to the company registration within foreign countries, please, select the package you need from the list, situated below the banner. The information in the banner will be renewed according to the package you've chosen.
Please note » The prices payable for the items that you order are clearly set out in the web site. There will be no contract of any kind between you and us unless and until we receive payment from you. We act as your agent in the formation of companies and electronic filing of Companies House forms. We are not able to guarantee that any such filing will be acceptable to Companies House, nor are there any contractual obligation upon us to do so. If Companies House rejects formation or other electronic filing, we will credit your account with a full refund and the contract between us will be made void. Companies House does not offer a cancellation facility for the formation of companies or the electronic filing of documents. We will be unable to cancel any such submission on your behalf and will not refund any payment you have made. All prices shown at Coddan Web Site (www.coddan.co.uk) are in Great British pounds.
Live Help » Live Help is a real time "chat" feature which enables you to interact with a customer service representative without a phone call. Get answers to your questions while using our website. Clicking the "Live Help" button will start an on-line session with one of our representatives. Live Help is currently available during normal business hours. Outside of the above opening hours our business center will be closed. When you click on the button you will see an e-mail form that will allow you to send us a mail with your questions. Live Help is absolutely free! There are no hidden fees. We offer the service as a courtesy to our website visitors.
 UK Limited Company Directors and Secretaries. Introduction:
Coddan offers an online UK company formation service, including free company name check, with secretarial services. Northern Irish and Scottish companies formation services also available. We have assisted thousands of companies around the world establish and maintain their new or existing business formations. We are the firm which specialises in the formation and management of companies with related services, including mail drop services in the United Kingdom, Scotland and Northern Ireland. Your limited company registered within 6-8 working hours* (*If ordered before 11: 00 and Companies House permitting) with your own company name in England, Wales or Scotland (Companies House in Belfast (CHB) normally takes 7-10 working days to register a new limited company).
Coddan provides a wide range of corporate services including: company and partnership formation (private companies limited by shares, companies limited by guarantee, PLC public limited companies, flat management companies, joint venture and subsidiary companies and LLP limited liability partnerships); assistance with the structuring of offshore companies and provision of corporate directors, and officers. Our e-formation service eliminates the need to complete Forms 288a (to appoint the directors and secretary), making the process of forming a company even easier and quicker. With our new online electronic company formation system, we take you through each step of your company formation process as quickly and as simply as possible. Our specialist knowledge and vast experience enable us to provide a fast, efficient, and professional service, and one which a great many businesses have been founded and built upon to date. Once you have completed our online order form and your new limited company is in the processing stage of being registered at Companies House you will receive an order acknowledgement from us by email. Documents we send you via email for the electronic E-Quick Formation Package (£32.00) are: Certificate of Incorporation - in PDF format, Memorandum & Articles of Association, First Minutes of Directors meeting, share certificates, Registers of Members, Directors and Secretaries, Directors Interests, Company charges - in Word format. All of our Memorandum and Articles of Associations (private company limited by shares, company limited by guarantee, flat management company) and Partnership Agreements (limited partnership and limited liability partnership) were reviewed and approved by a volunteer UK lawyer.
How it works. Choose from our selection of company formations: E-Quick, Economy, Premier or Deluxe. Enter your contact and company directors, secretaries and shareholders details using our online order form facility. You are sent immediate confirmation via email of your transaction from WorldPay and ourselves. You will receive your company documents in a short time, typically six hours (*If ordered before 11:00 and Companies House permitting). It's that simple!
E-Quick Company Formation Package - £32.00. We form companies with you as the first directors, and shareholders, other agents form companies using agent director (s) then resign and transfer the shares to your directors. The presence of these agent directors and shareholders leads to confusion and delay when opening bank accounts, or anything involving credit transactions for your company like opening a merchant account or lease arrangements. The reason is that anyone doing a search of your company will find the first shareholders were not yourselves but the agent, they will then ask proof from yourselves that the shares have been transferred to yourselves, to confirm that you are in fact the owner of the company. We form clean companies you are appointed as director (s) and shareholder at the outset. It means no other director or shareholder other than the ones you appoint will appear in the company registry.
If you require additional company services such as a registered office or company secretary the following packages have been prepared to simplify our pricing structure. Select the company formation package (our formation form allows you to add more services than a form ad) that meets your requirements and contact our team of advisors on + 44 (0) 207.748.3039 (or 0.800.081.1510) or complete the enquiry form.
What should I expect after I order my services online? You will receive e-mail from us shortly after you complete your online order. This e-mail will confirm your order number and the ordered services. You will receive a second e-mail from us when your order has been completed.
What type of company can I register with this system? Our online electronic company formation system will enable you to form a private company limited by shares, a company limited by guarantee, etc. You may form a simple sole member company or alternatively assign multiple directors and shareholders depending on your individual requirements.
How much does it cost to register a company? To register a limited company using our system will cost £32.00. Any company formation requires a mandatory fee of £20.00 payable to Companies House this will be paid on your behalf and is included in our fee.
When and how do I pay to use the system? Once you have entered all the required information for your company, you are then required to complete payment. All payments are taken online through our secure servers at Worldpay.
Once I have entered all the information how long will it take to register my company? Generally speaking the documents you submit on our system will be filed by Companies House within 6-8 hours subject to them not containing errors. If Companies House identifies any errors or omissions the documents will be returned and must be adjusted accordingly. If the documents are rejected we will contact you as soon as possible with the reason and ask you to carry out any such amendments. Once they have been updated we will then resubmit the documents to Companies House.
How are the documents signed? The documents created on our system are signed and authenticated by use of a digital signature. The digital signature is created by combining three pieces of personal information to produce a 9-digit code. The completed signature is a personal declaration for Companies House to acknowledge the individual as an officer of the company.
Economy Company Formation Package - £82.00. All our company registration packs are electronically formed at Companies House with no requirement to complete any old style paper forms! All England and Scotland registered companies are legally required to have a registered office address. It is the address of a company to which Companies House letters and reminders will be sent. The registered office address can be anywhere in England and Wales (or Scotland if your company is registered there). The registered office address 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. The registered office cannot be a PO Box; it must be an address where legal papers can be served. The company's name should also be displayed outside of the premises. You may want to consider the benefits of using our registered office address as detailed below:
Our registered office address will be recorded at Companies House and all official mail will be forwarded to your designated address. We will also display your company name outside of our offices as required by law. If you want to be a Scottish registered company and governed by Scottish law then you will need a registered address in Scotland. We can provide you with a prestigious address in Edinburgh. For British companies owned by overseas residents it is a legal requirement to have a local registered address where official government mail can sent. Please note that this address SHOULD NOT be used for any trading purposes or general correspondence, or for any form of advertising. The address is only to be used to comply with the requirements of the Companies Act 1985 in relation to official mail and documents.
Users of our registered office service must keep us informed of any change to their forwarding address and telephone, fax or email contact points. If clients' mail is returned undelivered we will be obliged to inform the appropriate authorities of our inability to establish contact with the officers of your company. A renewal invoice is issued each year several weeks prior to the renewal date. If payment is not received this service ceases. You must immediately notify us of your new registered office so we can inform Companies House. In the event that a new registered office address is not provided to us we are obliged to inform Companies House of your last known contact details and advise them that your company no longer seems to have a qualifying registered office. If they then determine that your company is no longer compliant with the registration requirements for limited company they may decide to delete your company from the Register.
Premier Company Formation Package - £131.95. This package includes UK registered office and nominee company secretary for 12 months (includes processing annual return). We have many years experience acting as secretary for hundreds of companies so you can feel confident we have the required knowledge to perform this role. The nominee secretary service is ideal for sole directors unable to find someone to take on this role. It means you can still operate a company as sole director and shareholder whilst benefiting from the excellent support of a professional company. For non-UK residents this service often proves invaluable as Coddan are familiar with UK authorities and procedures.
This package designed to meet the requirements of those who do not want to appoint a second person to their company. The Companies Act requires a minimum of two officers to be appointed at all times. If you are in business on your own it can often be difficult to find someone else to take on the role of company secretary as they maybe unsure of their legal obligations and responsibilities.
The UK company secretary service will need to be renewed after one year. You will be contacted regarding confirmation of details re: the filing of the annual return, and renewal of the service. If we are to provide an efficient service, you will need to keep us informed of any changes in contact details. If we are unable to contact you, we will be unable to file the annual return, nor continue to act on your behalf. Ultimately we will have to refer the matter to Companies House.
Deluxe UK Company Formation Package - £256.95. This package includes registered office, nominee corporate secretary for 12 months (includes processing annual return) and nominee director service (includes General Power of Attorney). If you do not wish to disclose director and shareholder names and other personal details for the incorporation, we can provide a nominee director and a nominee shareholder. Usually one share is issued to the company director, who will issue a Declaration of Trust in favor of the company owner.
This service has been designed to allow our clients to retain their privacy for legitimate reasons in a world where your personal information can easily be obtained by anyone that knows where to look. This service is not to be used for any illegal purposes.
We have designed a specialist service to provide our clients with anonymity from their limited company. By appointing our corporate nominee director you can remain anonymous from your company as no personal details will be recorded at Companies House. You will still control the company as an authorised representative but it will not be possible to search Companies House records to identify you. If you combine the nominee director service with our nominee shareholder and nominee secretary then no reference will be made to you at Companies House. You will however still retain full control and ownership of the company through our specialist agreements. After payment, the formation is sent electronically to Companies House within seconds. Paperwork usually dispatched same day or next day. To establish your business entity go to the appropriate order form page.
The directors are responsible for the management of the company. While their powers can be restricted by the company's articles they can, in most cases, do anything that the company can do. With these powers come responsibilities. Since the directors can act as and for the company, they must ensure that the company does everything that it is obliged to do by law and that the decisions they make are in the best interests of the company. The powers of the directors are normally those delegated to them by the company. In practical terms the directors of a company can do anything that the company can do. It should be borne in mind that neither the directors nor the company can do anything which is ultra vires; by this is meant beyond the powers of the company.
The powers of the company are defined in the Memorandum of Association and contained in what is known as the Objects Clause. In addition, a company obviously cannot do anything which is illegal and the same limitation is placed upon company directors. Once the directors are acting in good faith and doing their best for the company, the company in general meeting does not have power to set aside the day-to-day actions of the directors, provided it can be established that the actions of the directors were within the powers of the directors. Directors are also under a duty to notify the company in writing of their interests in company shares or debentures, and dealings in the company shares or debentures. This also includes interests of spouses and minor children in the same shares and debentures. Failure to notify the company is a criminal offence.
In this context, the interests of the company are those of the shareholders as a whole. These may be different from the interests of customers, employees, individual shareholders or the directors themselves. Except where powers are delegated to a committee of directors or to a managing or executive director, the directors act collectively as a board. Individual directors must be authorised by the board to commit the company. A secretary who is also a director will have the same general responsibilities as other directors. Even where the secretary is not a director, he or she is still an officer of the company and are responsible for its actions. This includes ensuring that any documents which need to be sent to Companies House are sent on time (with the exception of the company's accounts, which are the personal responsibility of the directors).
Company secretarial compliance service. Our team is available to ensure your company complies with all the requirements of Companies House. We can help with: maintaining statutory registers; preparing minutes of directors' and shareholders' meetings; preparing and filing Annual Returns; document preparation covering a wide range of requirements e.g. written or elective resolutions; preparation of annual general meetings; preparation of dividend vouchers and minutes; allotments and transfers of shares; the provision of a registered office. At our disposal we have a state of the art database, which ensures that our service is cost effective, efficient and readily accessible to you. You will be relieved of these administrative and compliance burdens, giving you more time to concentrate on the business of managing your company. Keep us informed of any changes and we will do the rest. If you do so, our service will ensure you avoid the consequences of non-compliance i.e. penalties, prosecution or your company being struck off the register. We will ensure your company is in the best possible administrative shape should you want to sell, obtain credit or attract investors.
The basic duties of a director of any UK company are laid down in Company Law. To quote from Butterworths Company Law Guide: "Directors must act bona fide in the interests of the company and must not exercise their powers for any collateral purpose. A director must not place himself in a position where his duty to the company and his personal interests conflict and he must not profit from his position as a director. In addition, a director must exercise reasonable care and such skill as might reasonably be expected of a person of his knowledge and experience." There are two things worth noting here. One is that the directors duty is to the company and not to shareholders, so shareholders cannot usually sue in English law for perverse acts by directors except in the case of outright fraud. Secondly there is no requirement for particular expertise when directors are appointed - so if an idiot with no financial knowledge whatsoever is appointed to the position of financial director, and he performs to the best of his abilities, then that is OK. Indeed, as the roles of individual directors are not defined, there is no necessity to even have a "finance director".
Company law actually says nothing about director selection, very little about their appointment terms and almost nothing on the operation of company boards. As a result, much of this depends on historic practice in the UK.
| Description of service | Annual Cost | Prestigious address within Liverpool
Please note Registered Office address is not to be used for general correspondence, our trade mail service is available for this purpose. | £75.00
| Prestigious address within London
For UK companies owned by overseas residents it is a legal requirement to have a UK registered address where official government mail can sent. | £42.00
| Prestigious address within Edinburgh
If you want to be a Scottish registered company and governed by Scottish law then you will need a registered address in Scotland. We can provide you with a prestigious address in Edinburgh. | £42.00
| Prestigious address within Cambridge
Your company's registered office is available for public viewing over the internet free of charge, this can lead to your address being targeted for junk mail! Use our address and we intercept the Junk for you and you retain your privacy, especially useful if you work from home. | £42.00
| Prestigious address within Manchester.
The registered office address 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. | £42.00
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If you would like to have a trading company with limited liability in the United Kingdom but you are not a UK resident, Coddan can provide you with all the support and assistance you require. Coddan has developed a number of specialist packages for non-UK residents based on our years of experience working with overseas clients. We can assist you with your company formation based on your personal circumstances. There are no hidden charges and we ensure we make the formation process as simple as possible for you.
| Nominee Secretary. Description of Service | Annual Cost | Nominee Secretary for 12 months to include - - Arranging appointment of our nominee. Coddan will act as your company secretary or as a joint company secretary to ensure you are compliant with the Companies Act
- Assessment of company's filing status at time of appointment to ensure everything is in order at Companies House
- Filing the Company's Annual Return for no additional charge
- Business advice throughout the year when possible
- No hidden charges!
| £75.00
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| Nominee Director. Description of Service | Annual Cost | Nominee Director for 12 months to include - - Agreement for the provision of nominee Service and Indemnification of Nominees
- Pre-signed undated Resignation Letter
- General Power of Attorney
- Beneficial Owner Declaration (this document will need to be signed and returned to us)
- Indemnity Letter for General Power of Attorney (this document will need to be signed and returned to us)
- Indemnity Letter to the Nominees (this document will need to be signed and returned to us)
- Who is a Nominee Director?
- A nominee director is someone who in fact is renting his or her name to you. Our nominee director service is used to ensure the highest degree of privacy and confidentiality
| £52.00
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- Appointing Directors & Secretaries:
The members of the company decide who the directors are to be. This will normally be done in a general meeting, though a company can make decisions by written resolution signed by all the members entitled to vote. The directors are responsible for appointing the secretary. When a new director or secretary is appointed, Form 288a must be completed. This MUST reach Companies House within 14 days of the appointment. Failure to notify Companies House of an appointment is a criminal offence, but does not affect the validity of the appointment.
- Who Can Be a Director?
It is generally up to the members to appoint as directors, people they believe will run the company well on their behalf, but they cannot appoint: anybody who is currently disqualified by a court from acting as a company director (unless he or she has leave of the court to undertake certain functions for the company in question). An undischarged bankrupt (except with leave of the court). In Scotland, anybody under the age of 16. For a PLC or a subsidiary of a Northern Ireland PLC, anybody over the age of 70 unless specifically approved by a general meeting of the company after a special notice of the relevant resolution. Every company director has a personal responsibility to ensure that statutory documents are delivered to the Registrar as and when required by the Act. In particular: accounts (only for limited companies); Annual returns (Form 363); notice of change of directors or secretaries or in their particulars (Forms 288a/b/c); and notice of change of registered office (Form 287).
- Does Every British Limited Company Need A Secretary?
Every company need a secretary. Section 283 (1) of the Act says every company must have a secretary. Section 283 (2) states that a sole director cannot also be the secretary. It is up to the directors to ensure that a person has appropriate knowledge and experience to act as a secretary of the company. In the case of a PLC, the secretary will normally be expected to be professionally qualified as a lawyer, accountant or company secretary, though previous experience as secretary of a PLC may also be taken into account. Disqualification as a director either by order of court or through bankruptcy will also prevent an individual acting as a company secretary unless a court specifically allows this.
- Nationality:
Except for occasional restrictions imposed by the government on the activities of certain foreign nationals, a director or secretary can be of any nationality and can live anywhere in world.
- Ceasing to Act:
Directors and secretaries may retire at the end of their appointment. Also they may resign, be removed, be disqualified or die. If any of these things happen, it is important to deal properly with the situation. The cessation of appointment, however it occurs, must be notified to Companies House on Form 288b within 14 days. The Company's Articles will normally provide that, except for managing or executive directors, all directors will retire at the first annual general meeting and a third of those subject to the retirement rule at each subsequent AGM. Those retiring will normally be able to stand for re-election.
- Types of Director:
Other Titles: Sometimes a director or secretary can be known by a title other than director, such as Governor or Member of Council. In this case, they would still have the status and responsibilities of directors.
Managing Executive Directors: While decisions about the management of a company are a matter for the board as a whole, subject to the company's articles, the board may appoint one or more managing executives or directors with authority to commit the company without reference to the board.
Alternate Directors: Subject to the articles, a director may appoint an alternate to carry out his duties during his absence. An alternate director has the full authority of a director and his appointment should be notified to Companies House on form 288a. While the cessation of authority for an alternate director to act should normally be notified on Form 288b, if he or she regularly stands in for the director concerned, it may be better that the name remains on record at Companies House.
Shadow Directors: Anybody who is in effect a director should be regarded as such for the purpose of notifying appointments. If it is usual for the directors to act on the instructions (rather than simply professional advice) of some other person such as a major shareholder, that person should also be regarded as a director.
- Correspondence:
A company's business stationery need not show the names of its directors but, if it does, it must include all of them. There is no requirement to show the name of a secretary who is not also a director.
- Shareholdings:
Directors or secretaries generally are not required to own shares in the companies which they manage, though there is nothing to prevent them from doing so. In some cases, the company's own Articles of Association may require the directors to hold shares.
- Changes in Particulars:
If a director of secretary moves house, the new address should be noted in the company's own register of directors and secretaries and notified to Companies House on Form 288c. This also applies to other changes in personal details, such as a change of name. All changes should be notified within 14 days.
- The Director's Register:
While companies must keep their own register of directors and secretaries, which must be available for public inspection, Companies House also keeps a register based on information provided by individual companies. This is used by Companies House when it produces the annual return form for each company. It is also used as a convenient way of providing information to anyone who needs it. The register includes details of the appointments held by individuals as well as the directors and secretaries of particular companies.
- Other Directorships:
Anybody is entitled to know who the directors of a company are. They are also entitled to know whether a director holds, or has recently held, directorships of other companies. This information should be shown in the company's register of directors and secretaries, on the Form 288a notifying the appointment of a director and on the annual return. (Other directorships are not currently pre-printed on the annual return form). Coddan provides a company secretarial service to ensure that these important statutory requirements are fulfilled, leaving the day to day running of the company to the directors. We ensure that all the company's statutory requirements are met, including the filing of the accounts and annual returns (subject to the receipt of all requisite documents). As your company secretary, we will prepare other documents in respect of changes to the company structure as and when they occur. Such matters will include allotment of shares, transfer of shares and appointments and resignations of officers.
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Directors and Secretaries Guide
The Company Secretary. Fact Sheet
Helpful Resources