Company Formation Checklist | 121CompanyFormation.co.uk

1. The company’s name

Once you have decided the name you would like to use for your company, simply visit our homepage to use our quick search tool to confirm whether the company name is available. We provide this resource free of charge, so you can try as many company name variations as many times as you like until you find one that is suitable, available, and approved by Companies House.

All companies that are limited by shares or by guarantee must feature the word ‘Limited’ in their name (abbreviated to Ltd). In Wales, the equivalent ‘Cyfynfedig’ (abbreviated to Cyf) should be used.

Companies Containing Sensitive Words. Every company name has to be approved by Companies House. If the name contains a sensitive word or phrase supporting documentation will be required to justify its use (further details will be provided during the order process. An additional administrative/processing fee may apply).

Company Name Approval. A company name may not be approved by Companies House if it is too similar to an existing one, implies a connection to the UK government or contains certain non-standard characters such as symbols and abbreviations.

2. The company’s registered office

In the UK, every company is by law required to have a registered company address which must be a physical address rather than, for example, a PO Box or similarly non-locatable building. This is the address that government departments and other parties such as banks, shareholders, customers, suppliers, and the general public will send correspondence to, including for example, official correspondence and statutory documents.

3. The company’s SIC code

A SIC code (Standard Industrial Classification code) is used by Companies House to classify the nature of a company’s business. 121 Company Formation will make a recommendation on the most appropriate SIC code for your business. As part of the application process, we will also provide you a list of SIC codes which you can browse to identify the one that best suits your company.

4. Shares and shareholders

Each limited company must have a minimum of one shareholder, and is permitted to have as many as it wishes. In the case of many smaller companies, one shareholder often holds 100% of the issued share capital which can be as little as one share in this instance.

For a wider distribution of the share capital - and therefore the ownership of a company - more shares can be issued and allocated to as many different shareholders as required. In these circumstances, the issue of 100 shares for distribution would generally suffice unless a large financial investment is made into the company which would require the issue of more share capital.

Once you have decided how many shares will be issued and who the shareholder/s of your company will be, we will require the following information to process your company formation application:

•   How many shares the company will issue
•  The total value of all the shares (the company’s share capital)
•  The name and address of each shareholder

It is important that all shareholders are aware that, should the company fail, they will each be responsible for any outstanding amount due on unpaid shares. In that respect, when the company is formed, it is wise not to allot a high number of unpaid shares unless you are confident that these will be paid for, i.e. by way of an investment in the company.
Shareholders and the number of shares can be changed at any time after the company’s incorporation. For example, the company may choose to issue new shares, and this is a process that we can assist with.

5. Persons with significant control (PSC)

Typically the person with significant control of a company is a director or shareholder. The following details will be required for all PSCs:

•   Full name
•   Date of birth
•   Place of birth (nationality)
•   Occupation (although ‘Director’ will suffice)
•   Residential address
•   Service/correspondence address, if different
•   Number and class of shares held
•   The reason why they are considered to be a person with significant control
•   Acknowledgement that they confirm themselves to be a person with significant control

A PSC can also be a corporate entity. In this case we will require the following details:

•   The registered corporate name, number and address
•   The number and class of shares the PSC will hold and the amount paid for them
•   Details of the authorised signatory
•   If the person with significant control is a company based outside of the EEA (European Economic Area - not EAA) we will need:
  a. The company's legal documents (equivalent of Incorporation Certificate and Memorandum & Articles of Association), and
  b. Confirmation of the country in which the company was incorporated.

6. Company directors

A limited company must have at least one director who can be either an individual or a corporate entity. In the case of an individual, they must:

•   Be over 16 years of age
•   Not have a criminal record
•   Not been declared insolvent or faced bankruptcy proceedings
•   Not appear on the disqualified directors register at Companies House
•   Not act as the company’s auditor

Appointment of a New Director: New directors can be appointed at any time. There are no restrictions on how many directors a company can have.

Certain information is required for each director:

•   Full name
•   Date of birth
•   Place of birth (nationality)
•   Occupation (although ‘Director’ will suffice)
•   Residential address
•   Service/correspondence address if different
•   Date of appointment as a director

If the director is to be a corporate entity then the following information is required:

•   The registered corporate name, number and address
•   The number of shares the corporate director will hold and the amount paid for them
•   Details of the authorised signatory
•   If the person with significant control is a company based outside of the EEA (European Economic Area - not EAA) you will also need to provide:
  a. The company's legal documents (equivalent of Incorporation Certificate and Memorandum & Articles of Association), and
  b. Confirmation of the country in which the company was incorporated.