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Quick Access Formations Order Form Glossary

GLOSSARY
More a more detailed description of terms used please use the links below.

Formation

Ready Made

PLC's

Same Day Formation

Subscribers

Director

Company Secretary

Proposed Company Name

Main Objects Clause

Change of Name

Change of Share Capital

Change of Main Objects Clause

Hard Bound Company Register

Additional Copies of Mem's & Arts

Minutes of First Meeting

Stamped Stock Transfer Forms

Authorised Share Capital

Company Seal

Business Address

Registered Office

Nominee Director/ Nominee Secretary

Nominee Shareholders

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WHY A LIMITED COMPANY?

There are several reasons for trading as a Limited Company as opposed to being a sole trader or partnership:

1) Firstly the most obvious reason is the benefit of Limited Liability. By trading as a Limited Company, your liability is limited to the monies that you pay for your shares and nothing more. A Shareholder or Director has no responsibility for the liabilities of either the company, other Directors or other Shareholders. With regard to Partnerships, one partner may be held responsible for all of the partnerships debts, and the debts of his partners, if he is the only partner with assets to pay for them.

2) A Limited Company is a separate entity, quite distinct from its Directors, and therefore whatever may affect the company, does not affect the Directors, unlike both a partnership and sole trader, where there is no distinction between the firm and its proprietors. The Director and the Company therefore have quite separate rights and completely separate existences.

3) Registering your name protects it against anyone else forming a similarly named Limited Company either in sound or spelling. The name once registered cannot be used a second time, and where a similar name is registered, then an objection can be raised for it to be changed.

One of Quick Access Formations services, is a monthly name check, for an annual charge of 20 plus V.A.T.

4) Where a Limited Company does have to cease to trade, it usually goes into liquidation, in which case the Directors can usually leave the old company, and provided they have not acted fraudulently or negligently, set up another one. With partners and sole traders, as they are intertwined with the company itself, if their Company ceases, they are liable for the debts of the company, and even if all those are paid off, the trauma connected with ceasing business is more than enough. Consequently many do not recommence business, especially if as a consequence of this cessation they have been made bankrupt.

5) Shares can be issued, up to the level in the Memorandum, and can be used; to raise finance, to give to new employees with special expertise, or simply to increase the Capital for cosmetic reasons. With regard to changes in share capital, this does not affect the Limited Company, it still trades on as the same entity, unlike a partnership, where changes in partners results in the old partnership having to be dissolved and a new partnership commenced, involving a considerable amount of work, especially in respect to the tax situation, as both partnerships are regarded as separate entities. With regard to sole proprietors, obviously they can deal with their business as they like, but again may find raising capital difficult, without being able to offer a share of the business.

6) A Limited company is not affected by outside influences on its Directors and Shareholders, unless there is a breach of Statutory Regulations, i.e. a sole Director dies and one is not appointed in his place. However, with a partnership it can be wound up for any reason outside of the control of any of the partners, i.e. divorce, death or bankruptcy of one of the partners.

7) Tax is also a reason for using a Limited Company, because with regard to partnerships and sole traders, the profits of the Company are deemed to be those of the owner or owners, and thus assessed for tax on the basis of income. Profits would be assessed to tax at up to 40%

In the case of a Limited Company, Corporation tax is 10% up to £10,000 profit, 22.5% on th next £40,000, 20% on the next £250,000 and thereafter 32.5% after deducting all expenses. The Directors may take out salaries, which are taxed as personal income, and are set against the profits of the Company. Consequently the Directors have more flexibility over their tax payments than partners, as they can vary their profits between profit and salary. The advice of a qualified accountant is recommended in this respect.

FORMING YOUR LIMITED COMPANY

There are three ways of forming a Limited Company:

First, you can form it yourself, which is the hardest and most expensive method.

Secondly, you can form it in conjunction with a Formation Agent, which is a reasonable method, but time consuming, as documents have to pass backwards and forward between yourselves and the agents, causing delays.

Or thirdly, and best, you can leave it in the hands of Quick Access Formations PLC themselves, to prepare the company for you.

Quick Access Formations can either form your Company with your chosen name, or if you are in a hurry, they carry a considerable number of Ready Made Companies, for instant transfer to you on completion of the paperwork.

FORMED WITH YOUR OWN NAME COMPANIES

Where you require your Own Limited Company name, we will check this out for FREE with the Companies House Register, and advise you to the suitability of the name itself, as it is now possible to form companies with very similar names to those already registered. We will help you to avoid the pitfalls that you may not be aware of such as Trade Marks and passing off, something we can assist with when we name check for you. Once we have agreed your name, complete the documents and send them to us to ensure that your Limited Company is returned to you in 10 working days.

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READY MADE COMPANIES

When you require your company immediately, we can help, as we have a large number of Ready Made Limited Companies, which can be transferred to you in a a matter of minutes on visiting our offices, or if you return the completed Questionnaire and Order Form with your Credit Card details we will dispatch the company to you within 24 hours.

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PUBLIC LIMITED COMPANIES

For the person who wishes to have the ultimate Company, there is the Public Limited Company, which we can form for you. Because of the regard these companies are held, they have to be substantial in their own right. To do this, the Company must have the Authorised Share Capital of 50,000, of which 25% must be paid up. Therefore the minimum initial investment in a PLC is 12,500. With regard to setting up a PLC, we would be only too pleased to help.

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SAME DAY COMPANY FORMATION

If you need your Company urgently, and require to have your own choice of name from its inception, we can supply a Company to fit your requirement. If your order with a Credit Card, Bank Draft or Cash is with us by noon you can have your Company by 5.30pm that day. Owing to the fact that Companies House have to put this on an urgent basis, the duty is charged by them is 100, which is reflected in our price.

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HOW DO YOU ORDER?

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REGISTERED OFFICE

Our Companies for the purpose of speed will always be formed with our address as the Registered Office. To enable this to be changed, you will have to complete Form 287 to register the change. If it is a problem finding a location to which all legal and statutory correspondence can be sent, you can use Quick Access Formations' office address for the purposes of a Registered Office, receiving all documentation and forwarding it accordingly, for a small annual fee.

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SUBSCRIBERS

Every Company must always have a shareholder. To enable our Companies to be formed quickly we use our own nominee subscribers whose names appear in the Memorandum and Articles of Association. On the transfer of the Company Forms are completed to transfer the shares to the nominated Shareholders.

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DIRECTOR

For the purposes of speed, all of our Companies are formed using a nominee of the Formation Agency as the First Director of the Company. On its transfer to you, this Director will resign, and the name of your chosen Director will be entered in his stead. You will also have to complete Form 288a to register the change. There can be more than one Director, although only one will take over from the First Director, others may be appointed by the submission of further Forms 288a.

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COMPANY SECRETARY

Every Limited Company must have a Company Secretary. A Director can also act as Company Secretary, except in the case of a sole Director. So that the Company can be formed quickly we use a Registrar of the Formation Agency, who acts as Company Secretary. On its transfer, the nominee Company Secretary will resign and the name of your chosen Secretary will be entered in its stead. You will also have to complete Form 288a to register the change.

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COMPLETING THE ORDER FORM

Please enter at the start: your name, address and a telephone number where we can contact you. Please complete the payment box.

PROPOSED NAME OF COMPANY

Use our direct link to Companies House to check the availability of names for incorporation or check our list of ready mades.

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AUTHORISED SHARE CAPITAL

Authorised Share Capital is the maximum number of shares at the share price stated, that a Company can issue to its shareholders. Shares can be issued in the stated denomination in any quantity up to the maximum figure. All of our Companies are incorporated with 1000 shares at 1 each, which is included in our Memorandum of Association. It can be changed if required, at an additional charge.

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MAIN OBJECTS OF THE COMPANY

All of our Ready Made Companies are incorporated with a general Main Objects Clause, allowing you to trade in whatever business, profession, trade you require. However, you may require your own specific Main Objects Clause, which is something many banks and lending institutions like to see prior to advancing monies. It is also an advantage for Credit Referencing, where the trade can be seen, rather than just a general outline. Another important advantage is, with your own Main Objects Clause you can ensure the uniqueness of your Company, a further protection for your Limited Company Name. We can tailor make your requirements, from over 6000 Main Objects Clauses already on file.

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OPTIONAL EXTRAS

There are many optional additions to the basic package:

CHANGE OF NAME

Where a Limited Company is required immediately, but the purchaser requires his own specific name, we have a selection of Instant Start Companies that give Limited Company Protection from the outset, and the name can be changed in seven working days. Trading as a Limited Company can start immediately, and the Company will have its chosen name for Letter Headings, Bank Accounts etc. The alternative to this is the Same Day Ready Made Company, but this is mainly for the person who wishes to have his own name from commencement. However our charge for this is £230 + VAT which includes the Companies House charge of 100 duty. A Ready Made with a change of name is the cheaper option.

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CHANGE OF SHARE CAPITAL

All of our Companies have an authorised Share Capital of 1000 (1000 shares of 1 each), but where required this authorised Share Capital can be changed. Such a requirement must be indicated on the questionnaire, and by extending the price in the appropriate column of the Order Form.

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CHANGE OF MAIN OBJECTS CLAUSE

All of our Companies are formed with a general Main Objects Clause, which allows the Company to carry on any trade. However, many banks, finance houses etc like Companies to have a Main Objects Clause pertaining to their particular business. Also there is the advantage of making the Company unique in itself affording it more protection, allowing for complaints against newer similarly named companies in the same business. As we carry a stock of over 6000 Main Objects Clauses on our computer, we can usually tailor make the required clause for most companies, and if you require this please indicate so on the Order Form.

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COMPANY SEAL

Although it is no longer a requirement for a Company to have a Seal, as documents no longer need to be sealed, many Companies do like to have the Seal available should it be required by a pedantic lender or for leases, licenses etc. If you wish to have the seal, please indicate in the appropriate place on the Order Form.

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HARDBOUND COMPANY REGISTER

Every Company must have Registers of: Directors, shareholders, debentures and Mortgages. These together with Share Certificates and a Minute Book have all been cleverly combined into one Hardbound Register. If required, please indicate accordingly and the amount should be extended into the end column.

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ADDITIONAL BOUND COPIES OF MEMORANDUM AND ARTICLES OF ASSOCIATION

While the basic company gives you two copies of the Memorandum and Articles of Association, one for yourself and one for your accountant, obviously additional copies may be required for the Bank, Shareholders, Inland Revenue, Customs and Excise etc, and therefore we would advise that a further three copies be obtained. However, we can supply more if required. if you do require additional copies, please indicate the number in brackets and extend the amount into the appropriate column.

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MINUTES OF FIRST MEETING Every Company must have a first meeting, transferring the Registered Office to its new situation, the Directorship and Secretaryship to its new Director and Secretary, and the shares from the nominee subscribers to the new Shareholders of the Company. We can provide the minutes, which comply with the requirements for the First Meeting of the Company, and transfers the Company from Access Company Formations to yourselves with ease. Please indicate as required.

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STAMPED STOCK TRANSFER FORMS

In order that the Company is formed simply and quickly, 2 nominee Shareholders have stood in your stead and their names appear on the Memorandum and Articles of Association for this purpose. To enable the Company to be transferred, Share Transfer Forms are provided. These are completed so that you can transfer the shares to any persons you wish to be shareholders of your company. When these transfers are completed, they may, if you wish, be stamped by the Inland Revenue, the stamping fee being 5.00 per form.

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REGISTERED OFFICE

Every Company by law must have a Registered Office for the receipt of legal and statutory notices, situated in either England or Wales. It should be easily accessible and one that is not likely to change regularly, as this causes problems in respect to legal documents tax letters etc that are sent to the Registered Office where they remain unanswered due to their not being correctly forwarded on. Where finding a Registered Office is difficult, our own office can be used for that purpose, for a very small annual payment. If this is required, please tick appropriately on the Order Form.

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BUSINESS ADDRESS

Where the business hasn't yet established a permanent place of Business, (as opposed to a Registered Office,) or wishes to have a more prestigious address than they already have, we have available our own address The Studio, St. Nicholas Close, Elstree, Hertfordshire, WD6 3EW so that there is a regular office with which to communicate, that can take all of your letters and messages, with a fully manned switchboard from 9.00am to 6.00pm, something that can be invaluable to the small one man company, and at a most reasonable cost per annum. If you require this service, please indicate accordingly on the form.

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NOMINEE SHAREHOLDERS

It is best for every Company to have at least two Shareholders. This can cause problems, where only one person is available to act, and in such a case a nominee shareholder can be provided for the purposes of maintaining the statutory requirement. All documentation will be dealt with by us to ensure that Shareholdings can be transferred with ease at any future time. If this is required, please indicate accordingly on the Order Form.

We can also supply if required, a Single Member Company which allows the Company to trade with one Shareholder only, and the Articles of Association will be amended accordingly. If this is required instead of Nominee Shareholders, please indicate accordingly.

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NOMINEE DIRECTOR / NOMINEE COMPANY SECRETARY

It may be that you do not have a second person whom you wish to be Company Secretary or even Director, and this can cause problems in both completing all of the documentation and maintaining the Company. However, to overcome the problem we can supply a Nominee Director or a Nominee Company Secretary, allowing you to trade without contravening any laws. However, each will only act strictly for the running thereof, and the actions of the Company itself, while they are Director or Secretary. If you require either of these, this can be dealt with by entering the relevant amount in the order form.

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INTERNATIONAL COMPANY FORMATIONS

International Company Formations Limited is the offshore arm of The Access Group of Companies Limited and was set up after year of painstaking research into the array of offshore jurisdictions throughout the world.

One of the main reasons for the setting up of an offshore company is to take advantage of the tax benefits that it can bring. However this once again brings about its own problem in as much as the tax authorities anywhere in the world are obviously very reluctant to let anybody to take advantage of such benefits. Therefore the assessment of your situation in respect to having an offshore company is very complicated and requires a specialists overview in assessing how to obtain the benefits that are available.

Once it is apparent that an offshore company would be of benefit to you and that we could go ahead, the selection of an area is the next problem. This field is a most complex one, in as much as each area has its own distinct characteristics. One area may accept Bearer shares another one will not. One requires payment of the annual tax up front, another will wait a year and another wants payment on specific dates. Some areas require annual returns, others do not. These are just some of the confusions that make the examination and selection of the right jurisdiction difficult but one in which we would be pleased to assist you.

There are over 40 areas of the world that have set themselves up as Offshore centres and selecting the right one is a very specialist subject. In fact through our extensive involvement in this work we ourselves have managed to restrict our own list of areas to those that are the best value, the easiest to deal with, or the most well established, therefore the most popular. They are: The Bahamas, the British Virgin Islands, Cyprus, the Isle of Man, The Republic of Ireland, Jersey, Gibraltar, Guernsey, Liberia, The Marshall Islands, Nevis, Panama, The Seychelles, The Turks & Caicos Islands and Delaware in the United States.

However, should you have a specific requirement for an area we have not listed, please do enquire as we are usually able to obtain companies anywhere in the world. The reason that they are not shown is that they probably have more complicated requirements and we would obviously need to explain these to you.

These Companies are more expensive than their English counterparts and start at 150 which includes to duties and the costs of our associate in Incorporating the company in the jurisdiction. To this are added the cost of Nominee Directors which are 150, Nominee Company Secretary 100 and Nominee Shareholders 100, and the provision of a Registered Office and a local agent is 400. The incorporation costs vary for each jurisdiction and we would be only too pleased to send you our price list.

If you feel that you would like to discuss this further, please contact us

 

 
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