The Companies Act 2006 Company Limited By Guarantee And Not Having A Share Capital A: Fill & Download for Free

Limited by Guarantee CompaniesCompanies limited by guarantees is an alternative type of business structure that is used by non-profit organizations. They don’t have share capital and shareholders. Rather, they are held by one or more 'guarantees' each of whom guarantees a fixed amount of money to the business in the event of insolvency.Guarantors do not take any profit from the business. All excess revenue is returned to the organization to meet its non-profit goals.Please watch the below video:A limited by Guarantee Company:Ideal for non-profit organizations such as charities, sports associations, social clubs, cooperatives and organizations of membership. Can also be used by companies, but it is better to have a limited by shares structure.It should have at least one director (i.e. manager)It should have at least one guarantor (i.e. owner)Director and guarantor can be the same person.There is no limit to the number of directors and guarantors of the company unless determined by the Articles of Association.There is no shares or shareholders in this type of company structure.Owners guarantee a fixed amount of money to the company and it is paid if the business cannot pay its debts.Guarantors are protected by limited liability. The sum of money they guarantee is the limit of their liability.It must have a registered office address in the country of incorporation.Requirements of registration:Limited by guarantee companies and limited by share companies are established in the same way. In just 3 working hours, you can use the services of an online company training agent to register a ready-to-trade company. You can also use the Web Incorporation and postal services of Companies House, but these registration methods take much longer and cost more.The following information will be required to complete an online application for registration of a limited company by guarantee:Name of the companyAt least one ‘natural’ director aged 16 or aboveAt least one guarantorService address for each guarantorInformation of all people with significant control (PSCs) of the companyRegistered office address in the same country where your firm is incorporatedSIC code to state the nature of the company’s business activities.Statement of Guarantee.Statement of Compliance.Articles of association and memorandumStatement of Guarantee:In order to register a company limited by guarantee, the guarantor must complete a Statement of Guarantee during the incorporation process. This is a legal requirement under section 11 of the Companies Act 2006 and outlines the situations under which the guarantors have to pay their guarantees.Each guarantor named on the memorandum of association must agree to the following Statement of Guarantee:Payment of debts and liabilities of the company contractedPayment of costs, charges and expenses of winding upAdjustment of the rights of the contributors among ourselves, not exceeding the specified amount below.The Statement of Compliance contains the amount of money guaranteed by each subscriber (guarantor). It will set the limit of their financial liability. In most of the cases, a nominal value of £1 is agreed by each subscriber. This must be paid when requested by the company.The Statement of Compliance must be signed by each subscriber to the memorandum. It implies that they agree to the Statement of Guarantee and the guaranteed sum.

Company Registration in United Kingdom (UK)Any person aged at least 16 years or above residing anywhere in the world can register a company in United Kingdom and start a business therein. In UK, Companies are registered under the provisions of UK Companies Act, 2006 by the Company House. The registration application must be made in Form No. IN01 along with the Memorandum of Association and Articles of Association and a Statement of Compliance to the Office of Registrar of Companies of England & Wales, Scotland or in Northern Ireland. The application for registration must state –a) The company's proposed name;b) Whether the company's registered office is to be situated in England and Wales (or in Wales), in Scotland or in Northern Ireland;c) whether the liability of the members of the company is to be limited, and if so whether it is to be limited by shares or by guarantee, andd) whether the company is to be a private or a public company.If the application is delivered by a person as agent for the subscribers to the memorandum of association, it must state his name and address. The application must contain -(a) in the case of a company that is to have a share capital, a statement of capital and initial shareholdings;(b) in the case of a company that is to be limited by guarantee, a statement of guarantee;(c) a statement of the company’s proposed officers;(d) Statement of capital and initial shareholdings;(e) Statement of proposed officers. It must contain the required particulars of the person who is, or persons who are, to be the first directors and first secretary (or joint secretaries) of the company;(f) Statement of Compliance confirming that the requirements of Companies Act, 2006 as to registration have been complied with.The application must be delivered—(a) to the registrar of companies for England and Wales, if the registered office of the company is to be situated in England and Wales (or in Wales);(b) to the registrar of companies for Scotland, if the registered office of the company is to be situated in Scotland;(c) to the registrar of companies for Northern Ireland, if the registered office of the company is to beIf the Registrar is satisfied that the requirements of Companies Act, 2006 have been complied with he shall register the documents delivered to him and issue a Certificate of Incorporation to the applicant. The Certificate of Incorporation is a conclusive evidence that the all requirements of the provisions of Companies Act, 2006 have been complied with.What you need -a) 1 (One) Director and 1 (One) Shareholder. Same person can be Director and Shareholder both; Director or Shareholder must be at least 16 years old;b) Director and Shareholder can be of any nationality and reside anywhere in the world.c) You don't need to fly to UK for registering a Company in UK;d) A Local address to be used as Registered Office.e) A Service Address for Director. This address can be of anywhere in the world. This address will be part of public registry and any person can have access to this service address.f) Minimum GBP 0.01 as paid-up share capital. There is no maximum limit.About Pratham LegalWe understand the UK laws and therefore Pratham Legal provides you with a single point of contact to coordinate the day-to-day management of your UK Company Operations. As your company internationalizes its business, we at Pratham Legal assist you with the risk management and the simplification of your UK operations by keeping your UK Company in good standing and related to corporate governance matters are in good order.Our experts are experienced in international matters related to Company registration in UK, Double Taxation, Accounting, tax and corporate law compliances, corporate filings requirements for UK Companies, investment protection and intellectual property registrations in UK.With Pratham Legal you don't need to fly to UK for registering and maintaining your Company in UK. Our professionals can plan the best mode of entering into UK market for anyone depending on their objectives, purpose, position and requirement through:a) Advice on setting up a UK Company or UK Subsidiary Companyb) Company registration in UK| Subsidiary Company Registration in UKc) Corporate or Registered Office services and Service Address for Directors;d) Officers and Nominee Directors for UK Companies;e) Company Secretary or Registered Agents;f) Corporate secretarial services for UK Companies;g) Officers and directors for UK Companiesh) Book-keeping, Accounting, financial reporting and tax compliances;i) Corporate Filings with Company House and HMRC;j) Invoicing and payroll services;k) Assistance in all required regulatory approvals and tax clearances including opening a bank account in UK;l) Consultancy and advice on compliance & operational issues;m) VAT registration Services;n) VISA Services.In case you have question(s), please feel free to reach Mr. Prashant Kumar at [email protected] or +91 9821008011 (WhatsApp). 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The two are incompatible so you need to dissolve the partnership first then open a new limited liability company.Dissolving a limited partnershipYou can dissolve your limited partnership for any number of reasons - for example financial reasons, business purposes or personal disagreements. For limited partnerships, the dissolution must be handled by the general partners unless the court decides otherwise.A limited partnership cannot be dissolved through any of the following circumstances:a limited partner giving notice - unless there is a previous agreement between the partnersa limited partner offering his share as security for a debt - unless there is a previous agreement between the partnersthe death or bankruptcy of a limited partnera limited partner is considered a 'person of unsound mind' - unless their share cannot be determinedNotifying Companies HouseThe general partners are responsible for filing Forms LP5 and LP6 at Companies House even if accountants or other professionals have helped in their preparation.The Limited Partnerships Act 1907 provides for the levying of penalties for failing to send the required forms to the Registrar.There is no specific requirement for you to notify Companies House when dissolving a limited partnership. However, if you do notify Companies House of the dissolution of your limited partnership by filling in a form LP6, it will be accepted in good faith but the name will still remain on the index of live company names.How to set up a limited companyAside from the sole trader route, the limited liability company is the most popular business structure in the UK.With a limited company, the liability of company directors is ‘limited’ in that the company’s finances are separate from the personal finances of the business owner. This is not the case for those who run their business as a sole trader (self employed).Limited company shareholders are not responsible for any debts run up by the business, although banks may ask company directors to provide loan guarantees for commercial loans or credit taken out in the company’s name.If you want to set up a limited company right away, you can do this easily online.Registering a new limited company – the company formation processCompanies House is the regulatory body for the registration of all limited companies in the UK, and maintains the registry of companies.Before you can start a business as a limited company, the company itself has to be registered with Companies House.Registering a new company is a relatively simple process. You can either do this yourself, ask your accountant to do it for you, or do it all through a company formations agent.The most popular option is to use a company formation agent. They allow you to complete the entire registration process online, and it can all be completed in a matter of hours.Documents you will need to complete to register a limited companyWhen you are registering a new limited company, the following documents have to be completed and returned to Companies House:Memorandum of Association – this includes the names and addresses of the subscribers who are forming the limited company.Articles of Association – outlines the directors’ powers, and any shareholders’ rights, etc.Form IN01 – contains details of the director(s), company secretary (optional), details of any shareholders, and details of the share capital (if it is a company limited by shares).Company formation agents will have ready-made copies of these documents.The Companies House website provides detailed guidance and FAQ’s which describe all aspects and requirements of the registration process, including the limitations imposed on company names, and the payment required to complete the registration process.Types of limited companyPrivate Limited Companies, the most typical set up for small UK businesses cannot offer shares to the public, but may have any number of shareholders.Each limited company must have at least one director. Following the implementation of the Companies Act 2006, having a company secretary is no longer a legal requirement, although you may wish to appoint one.Unlike limited liability companies, public limited companies (PLCs) are allowed to offer their shares to the public in order to raise funds. A PLC must have at least 2 directors to make management decisions, and a company secretary.Requirements of Limited CompaniesThere are some high level requirements which all limited companies must fulfil:The company must be registered at Companies HouseThe company’s annual accounts must be filed at Companies HouseAn Annual Return (Form AR01) must be completed each year to ensure Companies House records the most up-to-date information about the company. This is subject to a modest annual fee.HMRC must be informed if the company has any profits or taxable income on an annual basis.Every limited company must complete an annual corporation tax return. Any liabilities must be paid within 9 months of the company year end.All company employees must pay income tax andNational Insurance Contributions (NICs)