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FREQUENTLY ASKED QUESTIONS - ABOUT THIS WEB SITE

FREQUENTLY ASKED QUESTIONS - ABOUT COMPANY FORMATION GENERALLY

FREQUENTLY ASKED QUESTIONS - ABOUT THIS WEB SITE

What will it cost/price comparison?
Three options are offered as set out below. (All customer payments to UKcorporator are made via credit card, using a highly secure WorldPay payment system.)

Option 1 – total cost £89.95
Customer lodgment (by post or in person) - regular Companies House service

UKcorporator will charge a total of £69.95, which includes any applicable VAT or other taxes. (But you won't be committed to paying that charge until you are near the end of your usage of UKcorporator.) By comparison, a fairly standard range of equivalent charges by UK shelf company providers or company formation agents, appears to be around £60 to £150 - if this is particularly important to you, you should make your own price comparisons. But with UKcorporator you will have the added satisfaction of doing it yourself at your own pace and of being involved with each decision and step along the way in setting up your company.

The other fee will be an unavoidable government company registration fee of £20 payable by the customer directly to Companies House. (Companies House is the government agency which oversees company incorporations in the UK).

So all-up, you will pay £89.95 (i.e. £69.95 payable to UKcorporator plus £20 payable to Companies House).

Option 2 – total cost £119.95
Customer lodgment (by post or in person) - same-day Companies House service

This is the same as Option 1 above, except that Companies House charges £50 instead of £20 for its same-day (or 'premium') service. So that the total cost to the customer is £119.95 (i.e. £69.95 payable to UKcorporator plus £50 payable to Companies House).

Option 3 – total cost £114.95
Electronic lodgment by UKcorporator

With this option, as indeed with the above two options, UKcorporator will charge you an initial amount of £69.95, which includes any applicable VAT or other taxes. (For this sum, you will receive documents electronically which you can then elect to lodge either manually or electronically.) If you request electronic lodgment, you will be asked to pay a further £45 to UKcorporator (and UKcorporator will absorb the Companies House registration fee). So the total cost of this option is £114.95 (i.e. £69.95 initially payable to UKcorporator plus a further sum of £45 also payable to UKcorporator).






How long will it take?
Depending on various factors, it may take you between 5 minutes and an hour to answer all UKcorporator's questions. After making payment online of £69.95 you will receive documents electronically within minutes. You will then print out the documents and either lodge the documents at Companies House yourself manually (i.e. by post or in person) or request UKcorporator to lodge them electronically on your behalf.

In the case of a company proposing to have its registered office in England or Wales, the documents may be lodged (by post or in person) at Companies House offices in Cardiff or London. In the case of a company proposing to have its registered office in Scotland, the documents may be lodged (by post or in person) at the Companies House office in Edinburgh. UKcorporator will give you the relevant addresses and contact details.

The likely timing of each option is now explained further.

Option 1 – total cost £89.95
Customer lodgment (by post or in person) - regular Companies House service

With this option you should allow about 5 business days for Companies House to process the documents, plus postage time either way.

Option 2 – total cost £119.95
Customer lodgment (by post or in person) - same-day Companies House service

With this option, provided the documents are lodged before 3pm on a working day and are in order, the company will be incorporated on the same day and the Certificate of Incorporation will be sent to you by return post. Alternatively, you may make arrangements to collect the certificate the same day. If you post the documents to Companies House (with the envelope marked ‘Same-day incorporation’ and enclosing the appropriate fee of £50), you should allow 1 day for processing at Companies House plus postage time each way.

Option 3 – total cost £114.95
Electronic lodgment by UKcorporator

With this option, you should allow about 1 to 2 days after you request electronic lodgment via our electronic lodgment option before you receive the Certificate of Incorporation via email. This period can sometimes be delayed, for example, if a weekend or public holiday intervenes or there is some unforeseen problem with the documents.


Do I have to pre-register or give out my email address in order to 'test-drive' UKcorporator?
NO!
You may use UKcorporator right up to the point of payment and document generation (which comes at the end after you have completed the automated interview process) without having to submit your email address. However, if you wish to make payment and generate documents, UKcorporator will ask for your email address. Also, if you choose to use the electronic lodgment option you will be asked to provide an email address at which you can receive the Certificate of Incorporation. Also, if you wish to save your inputs for your possible future use, you will be asked to supply an email address as your username. In any event, UKcorporator will keep your email address details confidential - in this regard see the FAQ entitled 'Privacy & Confidentiality'.



Some additional advantages of using UKcorporator
  • No meetings or conferences - you won't have to make an appointment, meet with, confer with, or communicate with a shelf company provider, solicitor or accountant; you simply interact with the UKcorporator computer program.


  • No to-ing and fro-ing - you won't need to send any documents or other items to or from a shelf company provider, solicitor or accountant, for signing or other purposes.


  • Available anytime - you can initiate the formation of your company out of business hours, 24 hours a day, 7 days a week.


  • Save money - UKcorporator's flat fee of £69.95 is less than the fee charged by the vast majority of other UK company formation agents. However, if cost is particularly important to you, UKcorporator recommends that you make your own independent inquiries.


  • You get a 'clean' company - you form your own company from scratch. You won't be buying a pre-existing company 'off the shelf'. In this way you can be absolutely sure that your new company has no previous trading history for which you/your company/your client might become liable.


  • Mistake free - It is almost impossible to make a procedural mistake. UKcorporator will 'pull you up' if you do. For example, in the case of a single director company, if you try to enter the details of the proposed company secretary and the same person has already been selected by you as the proposed director, UKcorporator will give you a message telling you that this is not legally permissible.


  • Always up to date - UKcorporator is constantly monitored and updated in order to ensure that it takes into account any relevant changes to the Companies Act.



Is UKcorporator hard to use?
No. Any literate adult should have no trouble using UKcorporator.

UKcorporator guides you carefully through the procedure. Only one step is taken at a time. Each step generally takes the form of a single question with some optional answers which you 'click upon'. Further optional guidance is available for all but the most basic of steps.





What sort of information do I need to have at my fingertips?
Strictly, none.

UKcorporator will ask you, as you go along, for the relevant information. Also, you can spend as long as you like in the UKcorporator site at no extra charge from UKcorporator.

However, you may want to minimise your time on the UKcorporator site because, for example, your internet service provider uses time-based charging. Or maybe you just want to get on with things. If so, you may first want to gather the following basic and essential information -
  • For each proposed director, their full name, former name (if any) residential address, date and place of birth (a private company may have a single director).


  • For each proposed company secretary, their name, former name (if any), residential address, date and place of birth (a company may have a single company secretary).


  • For each proposed member/shareholder, their name, address and the number of shares they will own in the proposed company (a private company may have a single member/shareholder).


  • The address of the proposed registered office of the company (an address in England, Scotland or Wales where documents may be officially served on the company - this may be the company's principal place of business but it need not be).


But don't worry if you're not yet sure of things like 'Who should be the directors?' or 'What does a company secretary do?' As you go through the UKcorporator site you'll have the opportunity of receiving guidance about such matters.

Also, it may assist you to know that UKcorporator has a 'save inputs' feature which enables you to save your inputs for future use. So if you encounter a question which you do not immediately know the answer to, you may come back to this site later and return to the question without having lost your previous inputs to earlier questions. (You will be offered the 'save inputs' function soon after you start the UKcorporator interview process.)










Who wrote UKcorporator?
UKcorporator was written and tested by our legal team at UKcorporator headed by Neal Macrossan B Econ, LLB (Hons). Neal is a Solicitor (non-practising) of the High Court of England and Wales and the Supreme Court of Queensland. Neal has extensive private practice experience and spent approximately four years working in the City of London for the investor compensation subsidiary of the Securities and Investments Board (otherwise known as 'SIB' - the then chief regulatory body of the UK financial markets). Since ceasing private practice Neal has worked, and continues to work, on and for UKcorporator.

Extensive contributions were made by Simon Hart a solicitor (currently non-practising) admitted to practice in Queensland with over 15 years experience in private legal practice, including more than five years as a partner of the Australian national law firm of Dunhill Madden Butler, now Deacons. Since ceasing private practice Simon has also worked, and continues to work, on and for UKcorporator.

The site is the product of many thousands of hours of logical analysis and construction, writing, programming, reviewing and testing, including extensive confidential testing and feedback provided by a range of external test users.



What will be involved in using UKcorporator?
UKcorporator will simply ask you questions, one at a time, which you will mostly answer by 'pointing and clicking'. Sometimes you will type in the answers (for example when the question asks for the names and addresses of the proposed directors).

Optional guidance is available for all but the most basic of questions.

When you have finished answering all of UKcorporator's questions you will print out, on your own printer, all the necessary documents (registers, consents, memorandum of association, articles of association etc.) which UKcorporator will have prepared and sent to you within a only few minutes of your making payment to UKcorporator. These documents will have been tailored according to your answers to UKcorporator's questions. You may then proceed to lodge the documents at Companies House in either of two ways – manually (i.e. by post or in person) or electronically. These two options are outlined further below.

Customer lodgment (by post or in person)

If you wish to attend yourself to lodging, you will then proceed to sign (or have signed) certain of the documents and post them to, or lodge them with, Companies House at one of its various offices, along with your cheque for the government filing fee (currently £20). Clear and concise instructions are provided concerning these steps. Companies House will process the application and, if all is in order, post you back the Certificate of Incorporation. This normally takes about seven to fourteen days. If you wish to incorporate a company urgently, you can pay a £50 fee to Companies House (instead of the usual £20 fee) and provided the documents are lodged before 3pm on a working day and are in order, the company will be incorporated on the same day and the Certificate of Incorporation will be handed back to you (if you are prepared to wait) or will be sent to you by post the same day. In the case of a company proposing to have its registered office in England or Wales, the documents may be lodged at Companies House offices in Cardiff or London. In the case of a company proposing to have its registered office in Scotland, the documents may be lodged at the Companies House office in Edinburgh. UKcorporator will give you the relevant addresses and contact details.

Electronic lodgment by UKcorporator

Electronic lodgment is very simple. When you receive your incorporation documents from UKcorporator via email (in Adobe PDF format - suitable for manual lodgment) you will also receive a link (i.e. a URL) to UKcorporator's new Electronic Lodgment webpage. (The page is unique for each customer, being pre-loaded with data from the individual customer's earlier Question and Answer session.) You go to the webpage and complete some elementary 'authentication details' concerning your proposed company officers and members etc.

More particularly, you will be asked in relation to each officer etc., to provide three (3) of the following pieces of information:

  • the first three letters of the name of the town in which the person was born,
  • the last three digits of the person's telephone number,
  • the last three characters of the person's National Insurance number,
  • the last three digits of the person's Passport Number,
  • the first three letters of the person's mother's maiden name (i.e. surname before marriage),
  • the first three letters of the person's eye colour,
  • the first three letters of the person's father's first forename.

The above information is the prescribed information required by Companies House in order to process an electronic incorporation application.

You will then be asked to pay a further sum of £45 to UKcorporator via a secure WorldPay credit card payment page. UKcorporator will then complete the Electronic Lodgment of your incorporation documents and will email your Certificate of Incorporation to you when the company is registered.

You will retain most of the Adobe PDF documents as they are required in any event to be held by the company. UKcorporator will give you advice on which documents may be discarded.




How will my payment over the internet be safeguarded?
By using WorldPay one of the world's leading (and most trusted) online payment system providers. The WorldPay system uses SSL encryption which is specifically designed to safeguard customer payments over the internet. SSL is a system developed by Netscape for transmitting private information via the Internet. It uses encryption technology, developed by RSA Security, to scramble a message so that only the recipient can unscramble it. Credit card numbers are transmitted in encrypted form and are not disclosed to, or stored by UKcorporator.



Privacy & Confidentiality
Except in the two circumstances outlined below, UKcorporator promises not to disclose to outsiders (i.e. for example, parties other than directors and officers of UKcorporator, its web Developers, its payment system providers and its hosting or security providers) any information transmissions it receives from users including, but without limitation, the email address of a user, the telephone number of a user or any details of a proposed company being formed such as names and addresses of proposed company officers or members, proposed shareholding details etc.

The two exceptional circumstances are, first, a sale of the entire website, and secondly, legal compulsion (for example, a Court Order).





Refund policy
If you use UKcorporator and after lodging paper documents generated for you by UKcorporator you find that Companies House rejects the registration of your company (and you don't go on to use the documents generated for you in any way) despite your having complied with the UKcorporator system and all its guidelines, UKcorporator will refund what you have paid it. Furthermore, if you have submitted your proposed company for electronic lodgment via UKcorporator’s electronic lodgment service, but it transpires that your proposed company is not suitable for such lodgment (for reasons not related to the choice of company name) you will be given a refund of the fee you paid for the electronic lodgment. In either case, simply apply for a refund, setting out all the relevant details and e-mail it to .



Will UKcorporator look after the ongoing management and regulatory requirements of my company?
No. UKcorporator prepares all the initial documents and registers required under the Companies Act prior to, and on registration of, your company. However, UKcorporator does not look after the ongoing legal requirements of your new company. These will be your / the director(s)' / company secretary(s)' responsibility. UKcorporator does, however, highlight the basic ongoing regulatory requirements and offers links to some useful and relevant sources of information.

If help is needed with post-incorporation aspects, a professional advisor such as a solicitor or an accountant should be consulted.





Are there any manual (i.e. non-electronic/non-internet) steps?
If you decide not to use UKcorporator's electronic lodgment option, then there is one such step. When you have finished answering all of UKcorporator's questions you will print out, on your own printer, all the necessary documents which UKcorporator will have prepared for you. If you are not using UKcorporator's electronic lodgment option, you will then sign (or have signed) certain of the documents and post them to, or lodge them with, Companies House at one of its various offices, along with your cheque for the government filing fee (currently £20). Clear and concise instructions are provided concerning these steps. Companies House will process the application and, if all is in order, post you back the Certificate of Incorporation.



Might I accidentally form a company using UKcorporator before I am ready to do so?
No. UKcorporator will only proceed to lodge an incorporation application electronically if a customer has completed and paid for the electronic lodgment option.



I'm a solicitor and I already know how to incorporate a company. Why might I still want to use UKcorporator?
You might find it more efficient and cost-effective to use UKcorporator. For example, unless you are confident that you have up-to-date precedent documents on your PC, you may have to construct the required articles of association, memorandum of association, registers and forms etc. from scratch. You might therefore prefer to take advantage of UKcorporator's automated production of those documents for you - which you can print out in your own office.

Alternatively, it may be some time since you last incorporated a company.

You may therefore not want to spend the time necessary to be certain about matters such as whether you're using correct and up-to-date forms and know the appropriate lodgment fees. You may also not want to spend your own time researching and updating your knowledge of any recent changes to the Companies Act. You may consider it preferable to rely on UKcorporator to take account of any such changes for you. You might appreciate having sections of the Companies Act specifically relevant to each step of the incorporation process cited.

Or maybe you decided long ago that the fees you could charge for this type of work were simply not worth the effort. You may have relinquished this work to company formation agents. However with UKcorporator you could have your legal assistant do the substantive work - UKcorporator will take your assistant through everything step by step without any instruction from you. (UKcorporator imagines that you would then want to peruse the final product to fulfil your professional responsibilities.) And your client may appreciate not having this aspect of the client's work farmed off and may appreciate the speed at which the documents can be prepared.

Also, you might find UKcorporator convenient in that it effectively provides a checklist of all the information you need from a client to form a company. If you use UKcorporator while you are gathering instructions from your client you will never have to make embarrassing additional calls back to your client asking things like 'What is so and so's date of birth?'

Finally, you can use UKcorporator's 'own branding' option. This enables you to elect to have your own firm's name appear at the foot of the documents in lieu of the UKcorporator name.












I could work out myself how to form a company. Why might I still want to use UKcorporator?UKcorporator is confident that even if you already know how to incorporate a company you will still find it more efficient and cost-effective to use UKcorporator. For example, unless you have precedent documents on your PC, you may have to construct the required articles of association, memorandum of association, registers and forms etc. from scratch. And even if you do have precedent documents on your PC you may not be confident that they have been updated in order to take account of any relevant changes in the law. You might therefore prefer to allow UKcorporator to complete all those documents for you rather than merging the information yourself.

Alternatively, it may be some time since you last incorporated a company.

You may therefore not want to spend the time necessary to be certain about matters such as whether you're using correct and up-to-date forms and know the appropriate lodgment fees. You may also not want to spend your own time researching and updating your knowledge of any recent changes to the Companies Act. You may consider it preferable to rely on UKcorporator to take account of any such changes for you.



How does UKcorporator handle the drafting of the objects clause/s in the memorandum of association?
UK law requires companies to have a memorandum of association containing an objects clause or clauses - section 2(1)(c) of the Companies Act 1985. The objects clause/s delimit the purposes for which the company is formed and also its legal capacity. Over time, this requirement has led to the practice of drafting wordy objects clauses designed to be very broad in scope so as to avoid the problems associated with a company's acting beyond its legal capacity (i.e. acting ultra vires). However, section 3A of the Companies Act 1985 (which was introduced by an amendment in 1989) brought about a reform in this area and is in the following terms:

'3A Statement of company's objects: general commercial company

Where the company's memorandum states that the object of the company is to carry on business as a general commercial company-


(a) the object of the company is to carry on any trade or business whatsoever, and
(b) the company has power to do all such things as are incidental or conducive to the carrying on of any trade or business by it.'

As can be seen, section 3A allows for a short form objects clause which Parliament no doubt intended would do away with the multitude of objects and powers which legal draftspeople included in the past, in order to avoid the operation of the ultra vires doctrine. The clause is suitable for a company carrying on business as a `general commercial company'. In UKcorporator's opinion, this extends to companies trading in any type of goods or services as well as companies holding any type of investment (e.g. land, shares etc.) or serving any other commercial function. Where the clause is used, the company automatically has very broad legal capacity, namely, sufficient capacity to do 'all such things as are incidental or conducive to the carrying on of any trade or business by it'.

UKcorporator allows you the option of inserting your own objects clause/s (i.e. drafted by you) or alternatively, you may elect simply to adopt the short form objects clause referred to above. (It is anticipated that most users will adopt the short form objects clause.) UKcorporator recommends that you do not attempt to draft your own objects clause/s unless you are a lawyer or have legal advice. Also, at present, UKcorporator is configured for the objects clause/s to be rendered in a simple un-numbered paragraph format, such as the one given below as an example. It is proposed to allow multiple numbered paragraphs and sub-paragraphs and paragraph indenting etc., in a future upgrade of the website. An example of the objects clause/s format, which the website will allow at present, is as follows:

'To carry on the business and the activities of management consultants and to provide management, commercial, financial, industrial, secretarial or other related services to any person, firm or company who or which is engaged in any trade, business or activity.

To carry on any other business which, in the opinion of the company's directors, may be conveniently or profitably carried on in connection with or ancillary to any of the businesses referred to above or which in their opinion is calculated directly or indirectly to enhance the value of or render profitable any of the company's property or rights or to further any of its objects and also to do all other things which may be conducive to or incidental to the attainment of any of its objects.'

The memorandum of association generated by UKcorporator displays the objects clause/s in a schedule and so it does not matter that the clause/s are not separately numbered (as they would need to be if they appeared with the rest of the numbered clauses in the main part of the document).

The example above is given merely to demonstrate the format which may be used and is not intended to constitute advice as to the appropriate wording which might be suitable in any particular case.



Will a Justice of the Peace (or other specially qualified person) be required to witness any of the documents generated by UKcorporator?
No, unless you are not using UKcorporator's Electronic Lodgment Option - i.e. you have decided to lodge the documents yourself (by post or in person). In that case, at least one of the documents generated for you by UKcorporator is required to be signed, as a witness, by a Justice of the Peace, a Commissioner for Oaths, a Notary Public or a Solicitor. (A Notary Public should be used if the documents are being signed outside of the UK.)



Minimum recommended system requirements?

Computer/Processor:
486DX/66MHz or higher processor with 32MB of physical RAM

Operating System:
Windows 95, Windows 98, Windows 2000/XP or Windows NT4.0 with Service Pack 3 or later or Macintosh OS 9 or OS X or later.

Hard Drive Space:
55MB

Screen Resolution:
This site is optimised for 800x600 screen resolution.
To check, right click on your desktop, click 'properties' then select 'settings' tab.

Also, you need all of the following -

  • Mouse or pointing device.
  • Modem (56kbps or higher).
  • Browser - preferably Microsoft Internet Explorer (version 4 or higher); otherwise Netscape (version 4 or higher).
  • Adobe Acrobat Reader - version 5 or higher.
  • Printer (loaded with white A4 paper and set to print in 'portrait' format).

Also, you are required to have JavaScript enabled.



Email support
UKcorporator's primary method of support is via email. The email address is . UKcorporator will always respond to your email as soon as possible, but in any event within one business day.



Telephone support - speak to human beings who know what they are talking about!
UKcorporator also offers a free telephone support service via a freecall* '0800' number. This telephone support is always available 7 days a week, 365 days a year, from 7am until 12 midday (day shift) and from midnight to 7am (night shift). The freecall* telephone number is 0800 028 4146.

* The call is entirely free if made from a normal landline. However, if you are making your call from - for example - a mobile phone, then charges may apply.

FREQUENTLY ASKED QUESTIONS - ABOUT COMPANY FORMATION GENERALLY

What is a company and why may I want one?
The law recognizes a company as a legal entity in its own right, separate from its members/shareholders and its directors. It is a 'legal fiction' as it has no physical existence and can only act through its directors and other officers, employees and agents. A company normally has a perpetual life-span (subject to being wound up or de-registered), the ability to own property and the capacity to sue and be sued. Most companies are formed with 'limited liability'. This means that the liability of the members/shareholders is limited to the amount (if any) remaining unpaid on any shares allotted to them - beyond that amount, creditors of the company generally have no access to assets of the members/shareholders. (So, for example, the members/shareholders may only hold one £1 share each. If this share has not been paid for, the maximum liability of each member is £1.) Likewise, the directors of a limited liability company are generally not liable for the debts of the company (except in unusual cases, such as where the directors knowingly or recklessly allow the company to trade whilst insolvent).

The aspect of limited liability is still one of the main reasons why people form companies. Other reasons include possible taxation advantages, status, property holding, and facilitation of external finance.



Who can be a company director or a company secretary?
Generally, any person or company of any nationality anywhere in the world, can be appointed as a director or a company secretary. Some exceptions to this are:
  • persons disqualified by Court order,
  • undischarged bankrupts,
  • persons who are a foreign nationals subject to restrictions imposed by the UK Government,
  • persons wishing to be the company secretary of a public company ( - they must hold certain qualifications).
Comprehensive guidance on this issue is provided within this website at the appropriate stage.



Can I form a company with just one person owning and directing it?
Yes. The vast majority of companies formed are private companies (as opposed to public companies). A private company, whether limited by shares (the most common type) or by guarantee, may if desired, have only one director who may also be the company's sole member/shareholder.

You should bear in mind though that the company must also have a company secretary, who cannot be the same person as the sole director.



Is there a statutory declaration involved in forming a company and who may sign it?
Strictly, this depends on whether you will be lodging your incorporation documents yourself (by post or in person) or whether you will be requesting UKcorporator to lodge for you electronically.

Customer lodgment (by post or in person)
Yes, there is a statutory declaration which must be completed and lodged at Companies House. It is called the Declaration on Application for Registration in Form 12 ('the Form 12 Declaration'). This form (fully completed with all necessary details) as well all of the other documents needed to form your required company, will be produced for you by UKcorporator. Guidance as to who may sign the Form 12 Declaration may be accessed by clicking here.. This guidance will also be made available to you later at the stage when you will be asked to supply the name of the person who will be signing the Form 12 Declaration.

Electronic lodgment UKcorporator
No, there is no need to sign any declaration. Rather, the person who uses UKcorporator’s Electronic Lodgment Service is taken to be confirming that all the information provided to the UKcorporator website is factually correct. It may be an offence under the Companies Act 1985 to confirm such matters knowing them to be false or not having reasonable grounds for believing them to be true.



What is the difference between a private company and a public company?
A private company is by far the most popular (and generally the most suitable) type of company for a small business, or private investment entity which proposes to trade as a company. For further information about this distinction click here. And for more general information on company structure, click: company structure.



Is it necessary to have a company seal?
No. Click here for further information.



Will the company need to register for VAT?
The company may need to register for VAT - it will depend on the value of its taxable supplies. More information is available via the website of HM Customs and Excise.

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