11 Church Road
Great Bookham
Surrey
KT23 3PB
tel: 01372 750800
Structure of a Private Limited Company
Directors
A private company must have at least one director - there is no limit to the number of directors allowed.
The directors are responsible for the management and day to day operation of the company and have a duty to be aware of the company's financial situation at all times.
The Companies Act lays down strict rules regarding the duties and conduct of directors, and it is worthwhile investigating such rules upon taking any such appointment. Acting as a director is a serious issue, and you should not consider doing so unless you will be fully aware of the company’s activities.
Directors have a personal responsibility to ensure that matters of Company Law are adhered to at all times and can be held personally liable for non-filing of Companies House returns and other infringements of law conducted by a company.
Any or all of the company's directors can be resident anywhere in the world and can be of any nationality.
The secretary can be a director, but only if there are other directors, ie: there must be at least two officers appointed at any time.
The secretary, very broadly speaking, is usually responsible for administrative matters concerning the company. It is generally the duty of the secretary to maintain official company minute books, statutory registers and prepare and lodge any necessary returns required by Companies House, such as changes to directors and filing of annual returns and accounts.
The secretary is answerable to the directors, and is often called upon to keep the directors advised of changes in company law affecting the running of the company.
Whilst the secretary can be held personally liable for non-filing of Companies House returns, in practice it is generally the directors upon whom this responsibility lies.
The secretary can be resident anywhere in the world and can be of any nationality.
Nominee secretaries are often appointed in order to fulfil this role in a professional capacity. We can act as your company secretary.
Shareholders
A company can have any number of shareholders - or members, holding any number of shares. There must be at least one shareholder, as a company cannot exist without a share capital.
Sole shareholders are allowed in private companies.
As with directors and the company secretary, this becomes a matter of public record and there are specific rules regarding the transfer of shares between shareholders.
There is no stamp duty payable on allotments of new shares, but stamp duty is payable in most circumstances when transferring shares from one shareholder to another.
Shareholders can be resident anywhere in the world and can be of any nationality.
In general, the rules regarding shares are quite complex, although with the vast majority of companies, there is little to consider other than the initial allotment of shares, which may not change from year to year.
It is sometimes necessary to maintain confidentiality of the identity of shareholders, we can provide a nominee shareholder service to whom shares can be registered.
In these circumstances, a confidential declaration of trust is signed by our nominees, ensuring the beneficial owner maintains control of the shares.
Registered Office
A UK company must have a registered office, which must be an address within the borders of England, Wales or Scotland. Northern Ireland companies are dealt with through a separate office in Belfast, and must have their registered office in that locale.
Companies can be registered in either England & Wales or in Scotland. Whilst both locations are subject to the same Companies Act and the same rules and regulations in respect of general matters, a peculiarity of Company Law prevents a company moving its place of registration from one to the other.
There is no restriction in moving from England to Wales or vice versa. We understand, however, that there is a possibility that this restriction may be relaxed under new legislation within the next couple of years.
The registered office, recorded at Companies House, provides a point of contact for correspondence from sources such as Companies House itself, the Inland Revenue and other parties wishing to make formal contact with the company.
A general post office box cannot be used, and it should be noted that Companies House are likely to reject any address which does not appear on the official Post Office lists of addresses.
Whilst there is no reason to prevent companies being registered at the home address of one of its directors, this is often not satisfactory for companies that do not operate out of business premises.
We can provide you with a registered office address and forward routine mails requested. Along with Mail Forwarding we can also provide a Virtual Office service offering number of services.
