"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 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. In the Republic of Ireland "Teoranta" ("Teo.") may be used instead, though this is limited mainly to Gaeltacht companies. "Cyfyngedig" ("Cyf.") may be used by Welsh companies in a similar fashion.
Private companies are the easiest form of company to begin and run in their early stages.
Unless the company's articles of association specify anything to the contrary, a single member — present in person or by proxy — may constitute a quorum at a meeting of shareholders. However, if such a meeting is held it must be recorded in minutes. If a single member takes a decision at a meeting then that decision must be given to the company in writing.
If the company enters into an unwritten contract with the sole member who is also a director of the company (and the contract is not in the ordinary course of the company's business), the company must ensure that the terms of the contract are set out in a memorandum or are recorded in the minutes of the next board meeting, for any purpose.
Anybody can be a director, subject to certain exceptions. A person who has previously been declared bankrupt or who has been banned from being a company director by the court will also be restricted. Nor can a person be a director of a limited company if he or she is unable to consent to their appointment. From October 2008, all directors must be over the age of 16. This change will be applied retrospectivley, with any directors under the age of 16 being removed from the register (Companies Act 2006).
No formal qualifications are required to be a company secretary.
In Scotland the Registrar will not register the appointment of a director under the age of 16 years old for any company, as such a child does not have the legal capacity to accept a directorship — see the Age of Legal Capacity (Scotland) Act 1991.
Certain non-British nationals are restricted as to what work they may carry out in the UK.
From October 2008, it will no longer be necessary to obtain a Court Order to withhold a Directors address, as you will be able to instead supply a Service Address as well with your residential address being held as protected information at Companies House. (Companies Act 2006)
A company incorporated in England and Wales can be created with any number of shares of any 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 88(2), 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.
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 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:
A company may change its accounting reference date by sending Form 225 to the Registrar.
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 10 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, occupation and details of other directorships held within the last five years. Each officer appointed and each subscriber (or their agent) must sign and date the form.
Form 12 is a statutory declaration of compliance with all the legal requirements relating to the incorporation of a company. It must be signed by a solicitor who is forming the company, or by one of the people named as a director or company secretary on Form 10. It must be signed in the presence of a commissioner for oaths, a notary public, a justice of the peace or a solicitor.
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.
Guide To Irish Company Law - Formation And Registration Of Irish Companies, Branches And Places Of Business.(Law overview)
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