Private company limited by shares
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||The examples and perspective in this article deal primarily with the United Kingdom and do not represent a worldwide view of the subject. (August 2012)|
|UK / Ireland / Commonwealth|
A private company limited by shares, usually called a private limited company (Ltd.) (though this can theoretically also refer to a private company limited by guarantee), is the private limited type of company incorporated under the laws of England and Wales, Scotland, that of certain Commonwealth countries and the Republic of Ireland. It has shareholders with limited liability and its shares may not be offered to the general public, unlike those of a public limited company (plc).
"Limited by shares" means that the company has shareholders, and that the liability of the shareholders to creditors of the company is limited to the capital originally invested, i.e. the nominal value of the shares and any premium paid in return for the issue of the shares by the company. A shareholder's personal assets are thereby protected in the event of the company's insolvency, but money invested in the company will be lost.
A limited company may be "private" or "public". A private limited company's disclosure requirements are lighter, but for this reason its shares may not be offered to the general public (and therefore cannot be traded on a public stock exchange). This is the major distinguishing feature between a private limited company and a public limited company. Most companies, particularly small companies, are private.
Private companies limited by shares are usually required to have the suffix "Limited" (often written "Ltd" or "Ltd.") or "Incorporated" ("Inc.") as part of their name, though the latter cannot be used in the UK or the Republic of Ireland; companies set up by Act of Parliament may not have Limited in their name. In the Republic of Ireland "Teoranta" ("Teo.") may be used instead, largely by Gaeltacht companies. "Cyfyngedig" ("Cyf.") may be used by Welsh companies in a similar fashion.
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In the United Kingdom, every company must have formally appointed company officers at all times. By statute, a private company must have at least one Director and until April 2008 also had to have a Secretary (see Companies Act 2006). The company's articles of association may require more than one director in any case, and frequently do. At least one director must be an individual, not another company.
Anybody can be a director, subject to certain exceptions. A person who is an undischarged bankrupt or who has been banned from being a company director by the court will also be restricted, except in certain cases, for example if the bankrupt had requested details of share transactions or of official discharge (which is currently one year): if the courts, trustees or official receiver have not dealt with the shares or if the bankruptcy should not have been made, because there was sufficient equity within the business/es. Then a bankrupt whose case has not been dealt with and who is technically not bankrupt, has every right under English Law to (create another or as many as he or she wants)Ltd company, directorship or ltd Partnership, or other such company. Nor can a person be a director of a limited company if he or she is unable to consent to their appointment. As of October 2008, all directors must be at least 16 years old. This change was applied retrospectively, with any directors under the age of 16 being removed from the register (Companies Act 2006). This was already the case in Scotland, under the Age of Legal Capacity (Scotland) Act 1991.
No formal qualifications are required to be a company secretariat or an accountant. But there are other laws, such as professional associations, memberships and data protection acts, which must be adhered to, regardless as to the level of qualification/non qualification. Check with individual professions associations in the first place or seek professional business advice from a legally qualified professional solicitor or accountant or government business advisor.
Certain non-British nationals are restricted as to what work they may carry out in the UK, depending upon their visas, work permits, national insurance payments center location and tax details, training, English language and professional indemnity insurances and their ability to do the job required.
As of October 2008 (Companies Act 2006), it is no longer necessary to obtain a court order to withhold a director's address, as a Service Address can be supplied as well with the residential address being held as protected information at Companies House. Service addresses become the only address at which a Ltd Companies documents can be served for liquidation, shares and other filing. This is a point of business/corporate law, courts are obliged to uphold this law, companies house must uphold this law and trustees and other government bodies must also uphold this law. Ltd companies by way of their registrations are protected in this way. But it also protects the public, by ensuring that Ltd companies, whether they employ staff or not, are not breaking the law and are helped by the law whilst they uphold the law. For more information, contact companies house in Cardiff, Wales or see a qualified accountant or legally qualified solicitor. Ltd companies can be registered at various addresses, but if you move office you must officially notify companies house of the new office or registered address as this may be required if the company/director becomes bankrupted. Private Sources lamb V Luton County Court 208 of 2009.
When a Limited Company is formed it must issue one or more subscriber shares to its initial members. It may increase capitalisation by issue of further shares. The issued share capital of the company is the total number of shares existing in the company multiplied by the nominal value of each share.
A company incorporated in England and Wales can be created with any number of shares of anything value, in any currency. For example, there may be 10,000 shares with a nominal value of 1p, or 100 shares each of £1. In each case the share capital would be £100.
Unissued shares can be issued at any time by the directors using a Form SH01 - Return of Allotment of Shares(Pursuant to Companies Act,2006) subject to prior authorisation by the shareholders.
Shares in a private company are usually transferred by private agreement between the seller and the buyer, as shares in a private company may not by law be offered to the general public. A stock transfer form is required to register the transfer with the company. The articles of association of private companies often place restrictions on the transfer of shares.
A company's first accounts must start on the day of incorporation. The first financial year must end on the accounting reference date, or a date up to seven days either side of this date. Subsequent accounts start on the day following the year-end date of the previous accounts. They end on the next accounting reference date or a date up to seven days either side.
To help companies meet this filing requirement, Companies House send a pre-printed "shuttle" form to its registered office several weeks before the anniversary of incorporation. This will show the information that has already been given to Companies House. If a company's accounts are delivered late there is an automatic penalty. This is between £100 and £1,000 for a private company.
The first accounts of a private company must be delivered:
- within 10 months of the end of the accounting reference period until April 2008, when it was reduced to 9 months; or
- if the accounting reference period is more than 12 months, within 22 months of the date of incorporation, or three months from the end of the accounting reference period, whichever is longer.
A company may change its accounting reference date by sending Form 225 to the Registrar.
Every company must have a registered office, which does not need to be its usual business address. It is sometimes the company's lawyers or accountants, for example. All official letters and documentation from the government departments (including Inland Revenue and Companies House) will be sent to this address, and it must be shown on all official company documentation. The registered office can be anywhere in England and Wales (or Scotland if the company is registered there). If a company changes its registered office address after incorporation, the new address must be notified to Companies House on Form AD01.
To incorporate a company in the UK (other than Northern Ireland) the following documents, together with the registration fee (£40 as of August 2012), must be sent to the Registrar of Companies:
The memorandum of association states the name of the company, the registered office and the company objectives. The objective of a company may simply be stated as being to carry out business as a general commercial company. The memorandum delivered to the Registrar must be signed by each subscriber in front of a witness who must attest the signature.
The articles of association govern the company's internal affairs. The company's articles delivered to the Registrar must be signed by each subscriber in front of a witness who must attest the signature.
Form IN01 states the first directors, the first secretary and the address of the registered office. Each director must give his or her name, address, date of birth, and occupation. Each officer appointed and each subscriber (or their agent) must sign and date the form.
In other jurisdictions companies must make similar applications to the relevant registrar — the Northern Ireland Registrar of Companies in Northern Ireland, the Companies Registration Office, Ireland in the Republic of Ireland, or the Registrar of Companies in India.
In reality it is far easier to contact one of the Company Registration services that can now form a company online without your written signature. Companies House now offers this service on their website using a system called business link (costing £18 as of August 2012), meaning this method is often cheaper.
Private companies that have not traded or otherwise carried on business for at least three months may apply to the Registrar to be struck off the register. Alternatively, the company may be voluntarily liquidated.
Converting to a public limited company
A private company limited by shares and an unlimited company with a share capital may re-register as a public limited company (PLC). A private company must pass a special resolution that it be so re-registered and deliver a copy of the resolution together with an application form 43(3)(e) to the Registrar.
- Privately held company
- Limited liability company (LLC)
- Gesellschaft mit beschränkter Haftung (GmbH)
- Aktiengesellschaft (AG)/others
- "GOV.UK - Bankruptcy".
- "Starting a new company – paper forms". companieshouse.gov.uk. Retrieved 26 August 2012.
- "Companies House prices". companieshouse.gov.uk. Retrieved 26 August 2012.