Holding company start-up - option 3 for non-UK residents in Northern Ireland

Your company name must end with the word 'Limited', or its abbreviation 'Ltd', or the Welsh language equivalents: 'Cyfyngedig', or 'Cyf'.

For example: ABC Limited, ABC Ltd, ABC Cyfyngedig, ABC Cyf.

These words (Limited, Ltd, Cyfyngedig, Cyf) must not occur in any other place within the name of your company.

Please do not use the Welsh language equivalents if you are registering a limited company in England.

When your limited company will be formed and registered at Companies House, Companies Registrar tells to the HMRC that this has happened; this applies whether you start your business as the limited company. It also applies whether or not your company is active or has not started trading.

HMRC sends a newly formed company an introductory pack within six weeks of being told by Companies House that the new company exists. This pack contains corporation tax forms and explanatory notes for new companies. The pack is usually sent to your company's registered office, which may or may not be the same address that you trade from.

You should complete and send a completed form (new company details) to your corporation tax office as soon as possible. If your limited company is dormant, you should complete a dormant form instead.

It is important to complete these forms as HMRC uses the information you provide to work out your corporation tax paying and filing deadlines. They will send you a form to confirm these deadlines, unless you have told HMRC that your company is dormant.

If your new company has not yet started trading you need to tell HMRC as soon as possible if your company has been set up but is not yet trading or engaging in any business activity. In other words, your company is dormant.

Penalties for not telling HMRC your company is liable for corporation tax
If your company or organisation has corporation tax to pay but you do not receive a 'Notice to deliver a Company Tax Return' from HMRC, you still must tell HMRC it is liable for corporation tax. If you do not, your company or organisation may be charged a penalty. HMRC calls this a 'failure to notify' penalty.

Where the obligation to tell HMRC that your company or organisation is liable for corporation tax takes place on or after 1 April 2010, the penalty is based on the amount of tax that is unpaid or that your company or organisation is liable for. This is called the 'potential lost revenue' or 'PLR'.

What we can offer you
1. To avoid any potential problems with the HMRC (Inland Revenue), we can offer you a straightforward registration of your company with the HMRC to confirm is your company is trading or not.
2. We can wait for an introductory pack from the HMRC, and then complete it & register it with the HMRC for your behalf.
3. We can be appointed as your corporate tax-agent.
4. As soon as we will register your company with the HMRC we will be able to apply for an unique tax registration number for behalf of your company.

Coddan may be register with the Inland Revenue and act as the registered tax authorised agent for your company.

It allows you to use us as your authorise agent to act on your company behalf for specific matters, such as: - tax affairs including self-assessment and National Insurance; tax credits; PAYE for employers.

Our tax authorised agent services are charged annually, and must be renewed each year if you want to continue using them.

Please note that our authorised agent services are not including bookkeeping, accountancy and tax preparation services.

Why are authorisations needed?
HMRC has a strict legal duty of confidentiality in respect of the information it holds on customers. The unauthorised disclosure of this information is a criminal offence. HMRC cannot risk divulging information to anyone who has not been properly authorised to receive that information. Customers would not want their personal information disclosed to third parties without their consent.

Non-UK residents who owns or run a UK registered company
HMRC suggests that all non-UK residents who own a company registered in the United Kingdom, or who run a UK company as non-UK resident directors should appoint a UK based tax-representative to deal with HMRC on your behalf when you start a new company or organisation and for all your other corporation tax affairs.

Please enter your details in the fields below. All fields are required.

Please provide us with a physical street address: not a post office (PO) box address. If you plan to pay online by credit card, the address that you enter here must match the address associated with your credit card.

As the person making this application, we will contact you should we need to discuss your application or company. We will not communicate with the company officers, or any other parties, unless you specifically request us to do so.

E-mail is the primary means of communication between us, so be sure to enter your e-mail address correctly.

If you do not receive an e-mail from us shortly after you submit your order, please check that your e-mail account is appropriately configured to enable you to receive e-mails from us.

In particular, ensure that your spam filter is not mistakenly filtering our e-mails.

A certificate of person with significant control is a document used to confirm the identity of the person with significant control of a business entity. It also confirms the name of the firm, registered number, and registered office address.

A certificate of beneficial ownership is often used to prove that a particular individual is authorised to enact legally binding transactions on behalf of an entity.

Certificates of person with significant control are issued by the business formation agent. The person with significant control can produce the certificate as the evidence of his/her position within the firm to any interested party in any administrative or legal proceedings or official injury.

Your certificate will be printed in an elegant format, sealed and laminated. If you need to apply for such certificate, please pay for the delivery.

A share capital of a company can be as minimum as one (1) share and as maximum as it’s required for the business of the company. Over the years we have noticed that many customers set their capital to 1000 shares of £1.00 each, with all 1000 shares issued to the subscribing shareholder at the time of incorporation. So if you apply for a company registration with a standard share capital, your company will be registered with a capital of £1000.00 divided into 1000 shares of £1.00 per share, fully paid.

Depending on circumstances of each business, the company can be registered with an alternative capital that can be greater or smaller than the standard capital described in a section above. If you apply for a registration of a company with non-standard share capital, please specify the number of shares and value per share only. This option doesn’t allow you to register company with different classes of shares or different share rights.

A сompany can be registered with different classes of shares, various rights attached to the shares or share classes or different value per share. When applying for the alternative share capital for your company, please make sure that the value per share is not less than £0.01. If you want to register a company with value per share less than £0.01, you will need to apply for company registration via companies house paper forms. Coddan will be happy to assist you with that, however, please contact us in advance for the quote, as additional fee will apply. If you apply for a non-standard capital with different classes of shares, please select the third option below and provide additional information about the rights attached to each class of share you want to create or value per share that you want to use in the relevant section below.

Coddan' special drafted and solicitors adopted memorandum and articles of association, which can be used not only in the UK, our own memorandum and articles of association will be very useful and accepted in other overseas countries. We do not use the Companies House' standard model of the memorandum and articles as most of others UK companies formation agents.

Our standard version of the memorandum and articles of association is very widely drawn, and is suitable for most types of business.

An electronic copy of our standard memorandum and articles of association is included with your company formation.

Additional printed and bound copies of our standard memorandum & articles of association can be provided, either at the time of original incorporation (at the same order form below) or at a later date.

If you want to have specifically drafted objects and clauses included in the memorandum and articles of association of your company, simply send them to us, and we will include them.

If you request a non-standard memorandum and articles of association, the formation of your company will be delayed by between 24 and 48 hours.

Please do not request a guaranteed same-day incorporation if you also require a non-standard memorandum and articles of association.

We can register your company using your own memorandum and articles of association. Simply complete this order, and then e-mail us (orders@coddan.co.uk) the memorandum and articles of association that you want to register your company with.

The added administration will slow the formation of your company, so please do not request a guaranteed same-day incorporation if you are supplying your own memorandum and articles of association.

Prestige and privacy for your business, protect your personal details.
No rental contract restrictions.
Your registered office address can be used on your company stationeries, business cards, e-mails and website.
You will have the permission to list our address for your company with Companies House & HMRC.
HMRC & Companies House incoming post forward to you.*

* We are forwarding an official mail to our UK based customers free of charge.

This service is particularly useful for small businesses, such as those being run from home, who would like a separate, prestigious registered office address to be displayed on the public record.

Our registered office address service charged annually, and includes official mail forwarding; it does not include the forwarding of general business mail or bank statements.

If you require to use registered office address for receiving and/or sending all other types of mail, or use registered address for your banking needs, please apply for the general business mail option at the relevant part of this section .

Due to the implementation of 2007 Money Laundering Regulations (EC Third Money Laundering Directive) on 15 December 2007 it is now necessary for all Trust and Company Services providers including company formation agents to register with the HM Revenue & Customs and to put anti-money laundering systems into place.

We are therefore required to ask for a scanned identification of company members and beneficial owners of a company via e-mail first before we can undertake to provide a registered office address.

Within 14 days we will require you to post us a recent utility bill showing your real ("shadow") directors and beneficial owners names and current addresses and also a passport or a driving licence.

These can be original documents or copies certified by a solicitor, notary public or commissioner for oaths.

If you are an overseas based client you should provide us a copy of your passport and utility bill with the notarised translation into English.

Where we have provided a registered office address at your request and subsequently have to file a change of the address because you have failed to provide due diligence no refund will be given.

The first year' fee for the provision of the registered office address includes the cost of forwarding official post overseas.

Post forwarded to you at postage cost plus 10% handling fee.

If you have a website or already registered domain name, which you would like to use for this company, we can register it details as a part of your registered office address with the Companies House.

If you do not have a domain name yet, you can place an order with us on this form below, and we will register a domain name for your company behalf and register it details as the part of your registered office address.

Your customers and clients can do a simple name check of your company with Companies House and see details of the website, which belongs to your company.

A certificate of registered office address is a document used to confirm the details of the registered office address of a company. It also confirms the name of the company, registered number, and the date of incorporation.

A certificate of registered office address is often using to prove that a particular company registered at the specified address in North of Ireland.

Companies' formation agent issues such certificates. The beneficiary owner or a company member can produce the certificate, as the evidence of his /her company is legitimate to any interested party in any administrative or legal proceedings or official injury.

Your certificate will be printed in an elegant format, sealed and laminated.

If your company is the active, the fee for the provision of the trading office address and the address for inspection of corporate documents is slightly higher.

Prestige and privacy for your business, protect your personal details.
You can use our meeting room for the inspection of your tax and accountancy records by the HMRC officers at discounted rates.
You can use our meeting room to have meetings with your clients and customers, we can place you company nameplate at the door of a meeting room (extra fees will apply to use our meeting rooms).
You will have an access to a wide range of business support services.

This service is particularly useful for small businesses, such as those being run from home, who would like a separate, prestigious business address in London at Baker Street.

In the case if you only need to have a registered office address for public records, & you will keep your company' registers, accountancy and VAT records at your own permission in England or Wales, please provide us the details of the SAIL (single alternative inspection location) address.

A limited company shall disclose: -

(a) The address of its registered office;
(b) Any inspection place; and
(c) The type of company' records which are kept at that office or place, to any person it deals with in the course of business who makes a written request to the company for that information.

The limited company shall send a written response to that person within five working days of the receipt of that request.

Where can you keep these records?
You may keep all or any of these records at the company's registered office. The company may choose an alternative location to make these records available for inspection.

The company can only have one alternative location to the registered office at any given time. That location must be in the same part of the UK as the registered office, e.g. a company registered in England and Wales can have an alternative inspection location in England and Wales only, but not in Scotland or Northern Ireland.

The company may choose to keep some records at its registered office and some at its alternative inspection location provided that all the records of a type are kept together.

Offence
Where a company fails, without reasonable excuse, to comply with any requirement in regulations, an offence is committed by: -
(a) The company; and
(b) Every member and officer of the company who is in default.

A person guilty of an offence is liable on summary conviction to: -
(a) A fine not exceeding level 3 on the standard scale; and
(b) For continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

For the purposes of this regulation a shadow director is to be treated as an officer of the company.

Requirement to display registered name at registered office and inspection place
3. (1) A company shall display its registered name at
(a) Its registered office; and
(b) Any inspection place.
(2) But paragraph (1) does not apply to any company which has at all times since its incorporation been dormant.

Requirement to display registered name at other business locations
4. (1) This regulation applies to a location other than a company's registered office or any inspection place.
(2) A company shall display its registered name at any such location at which it carries on business.

Manner of display of registered name
5. (1) This regulation applies where a company is required to display its registered name at any office, place or location.
(2) The registered name shall be so positioned that it may be easily seen by any visitor to that office, place, or location.

Registered name to appear in communications
6. (1) Every company shall disclose its registered name on: -
(a) Its business letters, notices and other official publications;
(b) Its bills of exchange, promissory notes, endorsements and order forms;
(c) Cheques purporting to be signed by or on behalf of the company;
(d) Orders for money, goods, or services purporting to be signed by or on behalf of the company;
(e) Its bills of parcels, invoices and other demands for payment, receipts and letters of credit;
(f) Its applications for licences to carry on a trade or activity; and
(g) All other forms of its business correspondence and documentation.
(2) Every company shall disclose its registered name on its websites.

Offence: -
10. (1) Where a company fails, without reasonable excuse, to comply with any requirement in regulations 2 to 9, an offence is committed by: -
(a) The company; and
(b) Every officer of the company who is in default.
(2) A person guilty of an offence under paragraph (1) is liable on summary conviction to: -
(a) A fine not exceeding level 3 on the standard scale; and
(b) For continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.
(3) For the purposes of this regulation a shadow director is to be treated as an officer of the company.

The new requirements states that each UK company member must provide Companies House with two sets of address details, a service address and their residential location. Such details of a company director(s) and LLP members will be available on the government website to public.

You can use our registered office address as the address for your company directors and shareholders.

If you prefer to have your company directors, shareholders or an LLP members details listed on the government websites & you do not mind about this, then, you do not need to apply for the provision of members & directors' service address from us.

With small and medium business in mind, we have specialised in an affordable telephone answering service, equipped to show a proficient picture to clients and providers. We pride ourselves on the level of professionalism portrayed by our trained staffed when it comes to the answering call services, our staff will see to it that your calls are replied to professionally and promptly.

Our team have been individually chosen and prepared to be able to display themselves as a team member, and not to give the feel or look of a call centre, moreover the staff members providing this service are the same staff who answer our own calls.

Key features:
• London or Edinburgh phone number included;
• Calls replied by an individual using your company name:
• Limitless messages and calls (the feature of call forwarding coming soon);
• Messages uploaded to your account and sent by means of email;
• Messages directed to our iPhone and Android App.

How it works:
• Select our telephone answer service through our webpage and create an account.
• Once the account has been generated, signed up you will be sent a London or Edinburgh number typically within a few working hours.
• You may now begin to share your number or begin to utilise call diversion services.
• You will receive a message once any calls have been answered.
• A call and messaging log will be accessible in your account for any future reference.

This address is not visible from public records and can be used as a confirmation for your bank or suppliers.

You can use our address for your business banking needs.
You can use our address for sending and receiving general business correspondence.
You can instruct us to send business correspondence to your partners, clients and suppliers.

While using our registered office address, all official mail for your company will be forwarded to you.

You can upgrade the post forwarding service to include all general letters received for behalf of your company or an LLP. If you choose not to upgrade, all general mail received for your company or an LLP behalf will be returned to sender.

This is fine if you do not expect any important general mail to arrive at the registered address of your business entity, but if you do, or if you use the registered office address to open a bank account, we strongly advise you to upgrade your registered office address to include all general business mail.

This will ensure that all mail received for your company will be forwarded to you.

Coddan' mail scanner service allows you to actually view the incoming mail online the day it is received. Just log into our Customer Area and view a picture of each new piece of mail, then click on the drop down box next to each envelope and instruct us to hold, send, scan the contents, or shred the envelope.

To ensure the integrity of your online data, we utilize the latest security technology available today. Our web site is protected with a 256-Bit SSL Certificate. This means that your data has physical as well as electronic security.

In addition to protecting the integrity of your electronic data, Coddan has contracted with "Shred-It" to shred all your physical mail and documents. Shred-it's innovative paper shredding services and unrivalled security compliance standards ensure that all of your confidential waste is destroyed in the most secure way possible.

Costs: -

• £110.00 per year (£9.17 per month service fee);
• Includes 40 envelopes scan per month;
• 0.25 for each envelope scanned over 40.

Content scans: -

• £0.50 to open an envelope;
• First five pages of each envelope are £0.10 each - any additional pages within the envelope are £0.05.

You will always need to send correspondence and letters by post, and you cannot always guarantee that your important business, financial and legal documents will arrive at their destination on time.

It is a very easy process, upload of your letter (in .PDF or .DOC format); we will print it out, put into the envelope and send it by post to the delivery address.

The process

• Send us your letter via e-mail;
• Provide us the postal address where you require your letter to be send;
• We will print it out, insert into the envelope and send by post.

Our charges

• Printed letter and envelope 99p plus the postage costs
• Extra pages 15p each

Companies which operate in the UK or which deal with UK financial institutions often need to provide an address in the UK at which legal proceedings or other notices can be served.

Some companies may not be able to do this, for example, if their main trading address is overseas.

We can act as your agent, and accept all legal processes on behalf of your private limited company. This includes services of notices and proceedings.