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Coddan CPM Ltd. – Company Registration Agent in the UK
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Formation of a Private UK's Company & PSC Registers Requirements FAQ

Affordable a private company set-up services

 

Private company star-up services

Check our affordable & competitive setting-up a private limited company formation packages which were created for the U.K. based clients and for non residents. When your private company set-up be completed, we can register your private company with HMRC, get your employer's, VAT and EORI numbers.

We can also help with the quarterly VAT returns, monthly or quarterly bookkeeping, and off course, we can assist with the annual accounts & tax returns preparation and submitting your accounts to HMRC and Companies House.

We can also assist with personal tax return for director/shareholder, we can offer you the management of pension/auto-enrolment duties, monthly payroll and filing the confirmation statement.

Coddan is passionate about delivering a quality service to each and every one of our clients and building long-lasting relationships, so that we can guide them through the entire process.

Our trained advisers can expertly tailor our UK private limited company registration packages to suit your requirements. We can assist with the private company setting-up in the UK for non-residents, we can provide the registered address in London, Edinburgh and in Belfast, you can also setting-up a private company with us with the unique registered office address, means only your company will be able to use it.

Fast and efficient UK-private company setting-up service: if you're looking to restructure your existing business or venture into a new business opportunity, opening a private limited company (Ltd) could prove advantageous. Although there are often additional costs involved, the process of reasonable a private company setting-up in the United Kingdom is not as complex as setting-up a limited partnership.

If you're considering setting-up of your UK-private company with a registered address, do get in touch. Take advantage of our vast knowledge to help you set-up and look after your business. Our consultants are available between 9.30 am – 6.00 pm UK time, Monday to Friday.

We will be happy to guide you through each step of the way. If you have questions, drop us an E-mail: info@coddan.co.uk. We aim to reply to all emails within 24 hours. For any urgent enquiries, please feel free to get in touch over the phone + 44 (0) 207.935.5171 or (0) 330.808.0089 (national rates).

Setting-up of a private company with us is fast and easy!

Setting-up a private company with Coddan is fast & easy

We are proud to provide a transparent, hassle-free service that offers everything you need to set-up a company in Great Britain. There are no extortionate prices, hidden fees or restrictions, and we will not bombard you with short-term promotions or money back offers.

Everything you need to set-up your UK-private company is just a few clicks away, or you can call Coddan now to discuss your options with one of our expert advisers.

Although we have outlined the majority of requirements that will apply to new customers setting-up a private company in England, Scotland, Wales and Northern Ireland, each individual case is different.

For example, further corporate or ownership documents may be requested in your country of residence to navigate the risk of double taxation.

After several years of successfully setting-up of private companies for numerous local and non-residents customers, Coddan's experts will help to ensure that you have fulfilled all of the necessary requirements.

Call now to find out more about what you will need to set-up a company with the registered address and/or accounting service.

Online UK-private company set-up & the PSC registration requirements: FAQ

Limited companies and PSC requirements

Limited companies setting-up and PSC requirements

What is the register of people with significant control (PSC)?

UK companies are now required to identify and record the people who own the companies (beneficiaries) or the persons who own control of the organization. The register is available to the public and is an addition to the directors and shareholder register.

What does a firm have to do?

All directors must identify and record the details of the PSC on public register; they must also update the register whenever there is a change of circumstances, the director must keep a record of how the PSC was identified, and in some cases demonstrate how the firm has failed to identify a PSC.

How do you record the details of the PSC?

Existing companies can record the details of their PSC when filing the confirmation statement (replacing the old annual return), all newly incorporated entities must provide details of the PSC with the incorporation application, and the new organization will not be created unless a PSC is provided or a PSC statement is submitted.

What details will appear on the PSC register?

The PSCs name, surname, date of birth (month and year of birth only), nationality, country of residents and the service address will appear on the public register, furthermore the date the person become a PSC and the level of control will also be available on the public records.

What happens if the PSC details are not submitted?

Failure to provide accurate information on the PSC register and failure to comply with notices requiring someone to provide information are criminal offences, and may result in a fine and or a prison sentence of up to two years.

Does the provision of a third party director or shareholder can help to avoid the PSC registration?

Third party directors and shareholders never were the actual owners of the organizations, they always acted on behalf of the real owners ("shadows directors"). Professional firms, who offered the provision of nominees, always signed special set of documents in between the nominees and the beneficiary owners to avoid any kind of responsibilities which could happen from the side of the real owner.

Does it mean, that I need to register myself as the PSC even I ordered the third party service?

Yes, we need to register you, or the third person, who controls the firm as the person with the significant control. Third party director is receiving instructions from the real owner, third party shareholder hold shares on behalf of the beneficiary owner, means, your nominees cannot be appeared as the person with the significant control, because they are not controlling the business at all.

Identification of the PSC

Identification of the PSC

How a company can identify the person with significant control?

A private company can identify a PSC by examining the companies register and other constitution documents such as the articles or internal resolutions.

Can an organization' director qualify as a PSC?

If the individual has 25% or more voting rights or is involved in the day to day running of the business, then this person qualifies as a PSC and must be listed on the PSC public records, the person will be deemed to have significant control of their business.

Can an association shareholder qualify as a PSC?

Any individual who holds over 25% of the shares will qualify as a PSC, this can be identified through the register of members/subscribers, or through the latest filed confirmation statement (or the old annual return).

Can a person not listed on constitutional documents qualify as a PSC?

Yes, any person who has the power to add or remove the majority of the board of directors, or exercises actual influence over the organization will qualify as a PSC, this individual can be the actual beneficiary or someone who regularly sit on the board meetings, or has indirect connection through a parent firm or trust.

Can a third party director/shareholder qualify as a PSC?

No, third party directors and shareholders are generally appointed for record purposes only, and in most cases have little or no influence over the day to day running of the business. In this case the person who qualifies as a PSC will generally be the beneficiary or/and the person(s) who hold the general power of attorney.

What if my limited company has five shareholders?

If your private company has five or more shareholders, who are the private individuals, and none of them holds more than 25% of shares, you do not need to identify and register a person with the significant control. If your shareholders are the corporate bodies, you need to be sure, that their ownership does not belong to one or two private individuals. If such corporate shareholders belongs to one or two people, you need to register them as the persons with the significant control.

Can I split the ownership of shares to avoid the PSC registration?

It depends on the situation, let’s say, that you are a director, and its sole shareholder. You might split the private company ownership with other four additional shareholders, but if they do not have the significant influence or control over a firm, you need to be documented as the PSC. The ownership does not automatically refer to the person with the significant control, the significant influence or control over a firm is the second important part of the legislation.

Corporate PSC (aka 'relevant legal entity')

Corporate PSC (aka "relevant legal entity")

Can the corporate entity to be listed as the PSC?

In some cases, a private company can list a corporate body as person with significant control (relevant legal entity), this is done to either avoid duplicate entries on Companies House, or the corporate body listed is already regulated to a level which meets the PSC purpose or objective. It means, if the UK established corporation "A" passed the PSC requirements and recorded information about the person with the significant control, and such entity is the shareholder of another UK organization "B", the "B" firm can use it as the relevant legal entity.

When can a limited company list a corporate body as a PSC?

If the corporate entity concludes that significant control is exercised by another corporate body, then it is entitled to list this corporate body on the PSC register only if:

(a) The corporate body is a UK entity and this entity has already provided an up to date PSC register, in this case there is no need to enter the same PSC details twice, the level of transparency required by the introduction of the PSC register has been satisfied;

(b) The corporate body is an incorporated charity, listed on the stock exchange or regulated by the FCA, in this case the corporate body is already strictly regulated and would already meet the transparency criteria and can be listed as a PSC.

Can a foreign entity be listed as a PSC?

A foreign entity can only be recorder as the company's PSC if it is an established charity, listed on the stock exchange or regulated by the FCA. If the entity is not regulated by any of the authorities, then it cannot be listed as a PSC as this will not offer enough transparency demanded by the PSC regulations. In this case the person who has significant control or the beneficiaries of the foreign entity would qualify as the PSC for the UK firm.

Can I register my Cyprus corporation as the relevant legal entity?

If your Cyprus corporation acts as the shareholder of your British incorporated entity, you can entry it as the relevant legal entity, if: - it keeps its own person with the significant control registers in Cyprus; or It is subject to Chapter 5 of the FCA's disclosure and transparency; or It has voting shares admitted to trading on a regulated market in the UK or EU, in Switzerland, USA, Japan and Israel.

As far as it is not necessary to keep its own person with the significant control registers in Cyprus, you cannot list your Cypriot firm as the relevant legal entity.

Are all UK entities required to submit details of the PSC?

Yes, all business entities registered in the UK, including the limited partnerships, limited liability partnerships, companies limited by guarantee and limited by shares and unlimited companies are require to file information about the person with the significant control or relevant legal entity. There are no exemptions.

My British firm owned by an offshore holding, do I still need to provide PSC information?

Yes, as described in examples above, the British limited company must comply with the PSC disclosure requirements at all times, even if its owned by an offshore holding.

My British corporation is owned by an offshore holding and I have a power of attorney to represent the business; can a third party director of an offshore IBC be recorded as a PSC?

It is not only the direct control over the society that identifies the PSC. There are several criteria explained above under which the test is made, and PSC is identified. Being final owner of a foreign holding and having been granted the power of attorney on behalf of the company to present it in any transactions, you automatically qualify as a person of control.

If an entity is owned by the trust, do I need to submit details of the PSC?

Yes, each corporation must submit information about person of control regardless of the ownership, except cases described above where RLE rule applies.

My British or Scottish firm is owned by a foreign trust, can I register the trust as a PSC or RLE?

No, a foreign trust cannot be considered as a person of control, as only a private individual can be listed in the PSC section. Moreover, not being a registered legal entity, trust does not qualify for the position of a RLE.

My business is owned by the UK trust, do I still need to file PSC report?

The data about person of control is still required even if corporation is owned by a trust.

My enterprise is owned by a UK trust, what details should be filed?

Unless there is anyone else who is influencing the decision making in the company and due to the way trust is managed, the trustee of the trust are listed as a person of control as those who exercise the control and management of the trust and the entity, which is managed by this trust.

I still need to clarify some directions, may I contact you?

Yes, sure. If you still have questions about the person with significant control, or the relevant legal entity, feel free to contact us.

On-line company start-up in Great Britain

Online private company setting-up in Great Britain

Can I register an offshore limited company in United Kingdom?

There are no offshore companies in the UK. All local companies are considered as the tax resident organizations in the UK, and are required to declare their profits, submit their accounts and tax return and pay the tax in the Great Britain from its worldwide income.

Can I open an offshore company in Scotland?

The UK is not an offshore heaven. Scotland is the part of the Great Britain and local Scottish companies are subject to the same tax regime as companies registered in other parts of the United Kingdom.

What is the difference in between the Scottish and British company?

Companies Act 2006 applies to all companies incorporated all over the United Kingdom. There is no difference between companies registered in England, Wales, Scotland or in Northern Ireland except for the location of the domiciled office address.

What are the unlimited company advantages?

Unlimited companies are not required to file annual accounts with Companies House, which means that the affairs of the business are kept away from public records and shareholder's dividends aren't made public.

Do I need to pay the company share capital?

There is no requirement for a British LTD to pay its capital at the time of incorporation. Share capital can be paid at later stage. The capital can be fully or partly paid; this will need to be reflected in the corporation's accounts.

I hold the student visa, am I allowed registering a company?

Companies Act (Corporate Law) does not prohibit people on student visa from registering a company here; however, there might be issues with opening a bank account. This might also be in breach of your immigration status, so we suggest you to seek a legal advice from a professional, we cannot help you with such issues.

Is it necessary to open a bank account for my business in Great Britain?

Local registered companies can seek the banking facilities in any location where it's convenient for their activities.

How it is easy to open a bank account in England or Scotland for overseas clients?

Local banks tent not to open accounts for private companies which are owned and managed by non-British residents.

How it is easy to register for VAT?

Application for VAT registration can take between 2 to 8 weeks. For entities which do not have physical place of business in the UK and managed from overseas, processing of the VAT application can take up to 4-8 weeks.

Why the HMRC can reject the VAT application?

HMRC reserves the right to reject VAT application if they are not satisfied application is made for a genuine business; if the director of the organization had previously defaulted on VAT via other business; if business does not have sufficient turnover, only does exempt suppliers or only except VAT refunds/repayments; if additional data requested by the HMRC on the base of original application is not provided within set amount of time.

If I need an Apostille or a consular legalization, how I can order this service?

Coddan works closely with solicitors, notaries, UK legalization office (FCO), various consulates and embassies. We can offer standard and expedited legalization services of various corporate documents. Fees vary depending on the terms of legislation offered by the consulates. Should you require consulate legalization service, feel free to contact us for a quote.

Do I need to have a seal or a stamp?

By law, companies do not require to use a seal. If the seal is essential for the business, then a special resolution of the board of directors will be required to about the seal and to approve its image. Documents which are certified by the seal will have to bear two signatures: of two directors, of director and a secretary, of director and a witness.

Do I need to have the certificate of good standing?

Certificate of good standing is usually not required for newly registered entities but may be requested by your bank. Should this document be needed, Coddan will be glad to assist. Document can be issued as certified by the Companies House or can be legalized with Apostille stamp as well.