Company Formation Services

Both memorandum of association and related products are required for an established company in the United Kingdom under the Companies Act, 2006. The Memorandum of Association is a document establishing the company and the terms of association setting out how the company is run, managed and owned. Therefore, the terms of the association will include the responsibilities and powers of the directors and the means by which members promote the control of the board of directors.

Memorandum of Association

The Memorandum confirms that subscribers want a company under the Companies Act and agree to become members of the company. In the case where a company is to have a capital stake, they are committed to getting at least one share each.The Memorandum of Association must have a prescribed form and must be authenticated by each subscriber. The MOU, which include a compliance statement, must be sent to the company along with the company's application and the product of the company's new association.

Articles of association

The articles of association set out how the company is run, managed and owned. Articles may place restrictions on the powers of the company - which may be useful if the shareholders want to be assured that the manager would not pursue a certain course of action, at least not with the approved by shareholders. By default, however, the Companies Act 2006 a company has unlimited power.In addition to the articles, which is a public document, shareholders may participate in a shareholders agreement to additional articles related to the operation, management and ownership of the company that they want to keep out of the public domain.

Articles of association – what needs to be included?

There is no prescribed form for the post although there are certain rules that need to be included in it. To support this, model articles for three of the most common types of company (private company limited by shares, private companies limited by guarantee and public companies) are defined in the company regulations 2008 and have been amended. The most up to date version is available on the companies House website. In addition, for the company's charities Charity Commission, a set of model articles can be used and firms adjust interest community has a version for companies interested in community contract.

The article should include the following:

• Responsibilities of the members;
• Directors' powers and duties;
• Directors meetings, voting, and other delegates;
• Keep records of the directors;
• Appoint and dismiss directors;
• Issuing shares;
• The different class sections;
• Shares;
• Share transfers;
• Dividends and other distributions to its members;
• The decision of the members of Congress and participants;
• Media and communications;
• Compensation insurance for directors.

Articles may be amended by a special resolution of the members. If a company changes its article other than to the pattern post a copy of the article must be submitted to the Company within 15 days of the change to consider. A copy of the resolution on the amendment must be submitted within 15 days after adoption. You do not need to tell the company why you are changing the terms of the association.Director and company secretary (if indicated) of a company should have a good working knowledge of the constitutional documents of the company, especially in terms of the association.As business manager of the company, they need to be comfortable that they are acting within the scope of the powers conferred by the article and following the processes and procedures or other reasonably well laid out there. It`s for the board to review the articles on a regular basis. As the company and its circumstances change, some existing provisions may no longer be useful or new regulations may be desirable. By reviewing and, where appropriate, update the articles of association the company can achieve the most appropriate balance between the needs of the directors and shareholders, the rights and powers of the former company executives while protecting the interests of its members.If you are looking to form a new company Your Virtual Office London can help. We have formed many thousands of companies and are experts in our field. Please call us today and we will be happy to discuss your individual requirements. We also provide other services for new Limited companies such as registered office address, mail forwarding service and directors service address.

Factoring is to delegate the management of customer invoices to an external company (a factoring company, also called a factor) and to get an advance on its debts if the company would grant payment terms to its customers.The mechanism of factoring is very convenient, but it is not free! How much is factoring? What type of society uses these services? Here we analyse the typical profile of a client company.

Factoring in detail

The mechanism of factoring includes several additional benefits, and several distinct costs!First, the factor manages all or part of the business' client account. The service involves monitoring and charging regulations, customers and raises the risk of default. "The commission factoring" encompasses all of these benefits, including the unpaid guaranteed.FeesThe factoring fee to pay back the factor varies. Generally, the price to pay for peace of mind is based on the gross sales of the business, but also the volume of invoices to be processed or the reputation of debtors of the company.The factoring fee is indeed a commission rather than a fixed charge. This will be deducted directly from revenues collected by the company.Then, in the case of delayed payment, the factor provides an advance on debt, which can be up to 90% of the bill of the company. The latter then pays the factor, via a sort of "interest borrowing ", called "the funding fee”.Lastly, most factoring companies add various fees, such as fees or additional voluntary benefits (audit, consulting etc.)Factoring: summary of the costsSo with this cascade of costs, how much are the returns factoring? Some companies offer a factoring fee ranging from 0.5 to 2% of sales to manage.Others have a more ambiguous billing that includes a factoring fee and other charges (various commissions, overhead ...) of the total cost for all services, ranging from 7-15% of the amount plus VAT. It is advisable to make detailed specifications to control costs. In short, each factoring company uses a different method to calculate its price.

The benefits of factoring

Given the price tag, the benefits of factoring are many. The possibility to offload customer reminders and get cash advances are the primary benefits. If you look closer, factoring is a solution to outsource an entire department and the management of the account.

Factoring or discounting?

Discounting is a process that allows the company to sell its debt to its bank, which allows them a cash advance, with interest. The procedure involves the signing of a bill of exchange, subject to acceptance of the bank. Factoring is simpler, in terms of procedure and additional documents.

Factoring: Who is affected?

To benefit from economies of scale, we have to see its sales increase.Factoring is typically for high-growth companies that do not have the time to organise their customer service and are thrown in at the deep end. The same goes for companies with multiple activities, wishing to delegate some, especially when they are deployed overseas.Companies that perform substantial payment delays will have an incentive to seek a factoring company to better manage their cash flow and to discharge reminders. Traditionally, payment delays affect enterprises B to B (business to business) or activities for professionals (not individuals).Factoring is biased towards "large and medium-sized companies". To diversify their customer base and attract "small" companies, some factoring companies offer a flat-rate system, rated to the volume of invoices to process.For plenty of information and other accounting news, check out Your Virtual Office London today.

In this article we will solve some common scenarios with share certificates, which often cause confusion.

Which share certificates are required to be issued after the transfer of shares?

Firstly, it is a basic requirement that the transfer form (form J30) be completed by the current and, if necessary, the new owner, and then certified by HM Revenue and Customs. The document fee must be paid to HMRC buyer of the shares.Upon completion, the company will receive a stamped transfer form and the original share certificate. Then you must check that the details of the holding company are the same as those in the register of members of the company. If all goes well there, registered members can be updated to reflect the transfer of shares.It is good practice to eradicate or write "Cancelled" to clear the old certificate with the date. If the transfer is only part of the owner`s shareholding, then they will need a new certificate representing the decreased holding.The new certificate with a unique number must be given to the person receiving the shares within two months of delivery. If the shares are divided between two or more different new media (e.g., half are sold to one person and the rest to another), each of them will seek confirmation of their participation. But, as mentioned earlier, there is no reason to send multiple certificates for common interest.If the company does not issue shares within the above notice, the new shareholder of the company has not fulfilled its obligation by law to do so.

Replacement share certificates?

If a share certificate is destroyed, lost, stolen or damaged, the shareholder's have the right to seek and obtain a replacement certificate of shares in respect of the shares covered by this certificate.The process to be followed depends on whether the person is still certified. If the certificate is still owned by members, then it must be returned to the Company. The old certificate will be cancelled and the new one issued as described above.If you do not have a certificate, it is common for a company to inquire about the circumstances of their loss. It is common practice to issue the certificate, only if the shareholder has a complete form of indemnity.If it is found subsequently, then the old certificate must be returned to the company. This condition will be included in the form of compensation to shareholders.

The question of Indemnity

This confirms that the shareholder is the beneficial owner of the shares covered by the certificate and disclaims any responsibility to the public which may arise in connection with this. By signing the application fees, the shareholder, even if it is dependent on the original certificate to ask the company to replace another, and the company suffers financial loss, will cover the losses. If the amounts are large, the fee should be signed by a bank or insurance company.

What happens if you change the name or address of shareholders?

If you vow to change their name, they are often looking for new share certificates. Prior to the issuance of a replacement, companies must seek evidence of any name change. This usually takes the form of a marriage certificate or deed poll equivalent. When you have evidence, and the release of a replacement share certificate with details of the changes is given, it is also important to update the member`s register with new details.It is not usually necessary to replace share certificates if the registered shareholders change their address. However, the membership register can again be updated with the new address.Your Virtual Office London can help your business become a Limited Company, if you need help or advice our team can provide the expertise your business needs. We are based in London and are happy to arrange a face to face meeting where we can discuss your specific needs and requirements.

Paying tax is mandatory for everyone, whether you are an employer or an employee of any company or establishment. This is not only because it is a law, but it is also your duty. In fact, you are helping yourself and the citizens of the nation by paying taxes on time. The total sum that is received by the government in terms of a tax amount is to be used for the welfare of the country. Everything that is done in favour of the public revenue is matched with the tax amount. So in order to make your life and the life of the citizen more comfortable means you have to pay tax to the Government in time. But if you're facing tax issues?Contacting or consulting accountants is always great for better assistance on paying taxes. These consultants help on tax issues related to you and always provide the best solution. They have efficient knowledge of your field and look for the best way of taxation for their customers. In addressing these professionals, you will get to know the exact amount that must be paid by you and become clean of all types of information. This will also help to make your business stronger and free of legal problems for a long time.In addition to the best knowledge and assistance, these services are chosen to keep the cash flow easier and investing in them for maximum benefits. Such services are provided by professionals who have years of experience in their field and sufficient knowledge of the exchange rate policies. They will also inform you about the benefits and tax amount without confusing you unnecessarily.Therefore, it is recommended that you always look for the best company to get assistance for different types of problems related to taxes and issues. These consultants will also help you manage your foreign currencies and in keeping your investments safe and secure. But, before approaching these companies, you should check out the previous work done by the company, and the company's reputation in the market. These things will help you to approach the best companies to get the best solutions.Your Virtual Office London are leaders in virtual office and company formation services. We have helped many small business and start ups become successful through the use of our services.

The director and the company secretary will usually change the life of a company. Changes can arise however, for a variety of things such as:

• Reaches retirement;
• The director's death
• Resignation due to prolonged illness;
• A director resigning to move to a new job;
• A disagreement that leads to corporate shareholders - for example, where the main shareholders re-appoint a director or a vote to remove a director from the company;
• Not seen as suitable as a leader.

How do I resign as a director?

In the first place to find answers, is the director`s service contract. This will help in answering questions on resigning as a director of the company. There will be both a time of notice needed, as well as other procedures.If the service contract is silent, the company's Articles of Association is a good guide on director resignations. Sometimes, the company board may be needed to approve of a resignation leaders - that can create unforeseen issues for small companies that, especially where there is some problems among the board.

It is a duty for the company to tell Companies House

In some circumstances, the director may also want to send the notice to the company registered office address - this will be useful where the content is or when the director believes that the company will soon update its records and notify Companies House of resignation. It is necessary to remember that it is a duty of the company, not the resigning director, to inform Companies House.

When a director resigns, they will usually have to think about other issues, such as:

• Is he or she a shareholder? If this is the case, then it is best to check for an agreement under the Articles of Association if the shares can be transferred.
• Have there been loans made to the company and need to be cleared?
• Does the company owe the leaving director any amounts?
• In many cases, the leaders (as well as the company) may seek legal advice on the matter.

How does the company manage after the director leaves?

The Director shall be required to serve a period of three months or more, and therefore the company will have plenty of time to become familiar with the change. However sometimes, for example, it can be quick and unexpected – take for example a sudden accident or death. Guidance and planning is therefore necessary for the company and it is best if this can be achieved in a way any disruption to a minimum.

When a director leaves, the company will need to consider:

• Will the work be covered appropriately in the interim period?
• Leaving agreement requirements;
• If the resigning is stop all work with the company directly or to go on leave indefinitely;
• Making it known to the bank and removing the director of the bank`s details and other mandates;
• Letting the staff know, as well as suppliers and customers;
• Letting Companies House know of the change;
• Talk with the officers' liability insurers;
• If the person is a company secretary, then there will need to be a change to the role;
• If this person is the only director, then a change will soon need to be in line with the needs of Companies Act 2006.

The company must report to Companies House within 14 days. Whatever outcome for the company, there must be communication with Companies House within 14 days of the date of their leaving. This is done by the showing forms TM01 for directors or TM02 for the company secretary.If you would like to discuss your company formation needs please contact Your Virtual Office London today. We have a wide range of industry experts who can help discuss any of your business needs, we have developed a broad range of professional services tailored for the start up business.

In this guide, we take you step by step through the simple process of changing your limited company's name.Before filing a request to change the name:You first have to get permission to make changes before submitting the application to allow the change. A special resolution has to be passed, whereby all shareholders accept the change of name. This resolution is an effective way to formalise the approval of all those involved in varying degrees.1: You can customise and use the new name of the shareholder meeting to approve the name change. If you're a private company, it is necessary to organise a meeting of shareholders to approve the new name.2: After approval of the new name, change the name of the application you are ready to fill in and send it to Companies House. However, the implementation of this method takes a week or more.Instead, most companies now choose to apply directly online using simple dedicated solutions. Approval in general, just three hours on the Internet, the files can be obtained via Companies House. In just 3 simple steps you can complete and send the application directly, using the company's name change:3: Online applications are much faster and more reliable than the using Companies House via paper form. It varies depending on the number of applications received by Companies House at the time though - usually it can take just 3-5 hours for approval. This is to change the name of the company once the application is completed. Just remember to check the details before pressing "submit"!Getting started is easy. Just register for free, and then on the screen follow the instructions to complete the process of setting up your company. Changing this information is as easy as 1-2-3!Your Virtual Office London are a leading virtual office and company formation agent located in the heart of London, our services are designed for small businesses and new start up fledglings. Our wide ranging products have been expertly produced to help maximise the businesses chances of success in its early years of trading. Utilising our virtual office service can really help boost the chances of first year survival. Our corporate virtual mail forwarding address presents a professional image to your client, through use of a prestigious mailing address.A virtual office is a cost effective way of having a corporate address in London without the associated high costs of renting an office address. If you would like to find out more about our services please feel free to email or call our team, we are always happy to help.

If you've just set up your business, you should hold a board meeting of the new limited company. It is generally considered best to do this within a month of forming the company. As in all meetings of the board, you should produce the board minutes of the first meeting between the directors.The first meeting of directors should allow those present to discuss new commitments referred to in the Memorandum and Articles of Association. While there will be some similarities, the issues discussed at the first meeting of the board will vary between different companies. The following list, however, contains a number of issues discussed at a typical first meeting of directors:

• Appointment of Chairman
• The details of the formation of the company
• Disclosure by directors of the Company of any interest in contracts
• Appoint auditors
• Appointment of bankers of the Company
• Specify the date of the accounts
• Details of the initial capital of the company and the registration of members
• Register with HMRC VAT, payroll, etc.
• Other items of interest to the company
• Arrangements for the next meeting of the directors

It is a legal requirement to record what was discussed at the meeting and it is required as a formal record written over time. This document is the first minutes of the directors meeting.Although we must adapt our model of the meeting minutes to match the original contents of the first meeting of the board, you'll have a good idea of the kind of things that should be included in the following documents for minutes.

Minutes of the first meeting of the board

A copy of the minutes will be distributed to each of the directors present at the same meeting. Depending on the precise content of the meeting, there may be documents that must be filed with Companies House.You must be available for inspection at the registered office of the company (or single alternative inspection location if selected).Going forward, you should also make arrangements for the regular meetings of directors and for writing files, which will be generated for each meeting.Your Virtual Office London are experts in company formations, we offer specialist services for small businesses in the UK, Europe and the Rest of the World. Our services comprise of creating a London corporate business image, through prestigious mail forwarding services and business class call handling. Your Virtual Office London also provide other services such as fast track Barclay's business banking, company accounting and website design services for small companies. We have an experienced team on hand ready to take your calls, if you enjoyed our blog post you can find more interesting articles on our blog page.

Some companies have been inactive since the day they were formed. Many companies, however, will actively pursue activities for a while, but not the trade side - at least for a period. These businesses may be eligible to become dormant. This is a status where the responsibilities of the current company presentation will be reduced. To become inactive, there are first some things that the company will have to do. First, however, it is worth thinking if it's right to make your company dormant.You should also be sure that the best option is not only to dissolve the company. If you are sure that you will not trade again in the future, there is usually little benefit in keeping the company in existence. While latency can greatly reduce the effort and cost involved in maintaining the business, there will still be some time and expenses required.

What should I do for my business to become dormant?

• Pay outstanding bills and cancel others. These prospective business contracts may, for example, include the rental of buildings and equipment, insurance, utilities, telephone and Internet services used previously.
• Reconciling the amounts received as a result of the customers. All payments to be made to customers to deliver products and services.
• Pay the VAT due to HMRC and (usually) cancel the VAT registration of the company.
• Reconcile wages owed to employees and close the scheme company payroll.

While sifting through all documents and data can be time consuming, it is important to, because if you choose to continue paying for utilities or insurance, the company is still active in the eyes of HMRC, so be careful what you choose to delete or shred.

How do I tell HMRC my company is now inactive?

To confirm with HMRC, you should contact your Local Tax Office, indicating the date on which the company has been, or will be, inactive.HMRC then go to their head office with a "Notice to a provider of Declaration." This refers to the duration of activity immediately before the company became dormant. You must complete and file the return and pay any tax due.HMRC will normally confirm in writing within three weeks. From the date your company is dormant, HMRC stop treating your business as active - this means that you will not receive a lot of correspondence from them and in most cases, you will not need to, until the re-trading of the company (if you choose to) begins.

Do you need to inform Companies House?

You do not have to tell Companies House that your business is inactive until it is time to establish your accounts to them. Remember, the full accounts for the period must be presented as usual.For the first full year for which the company is inactive, you need to present the simplified accounts within 9 months of the accounting reference date. This can greatly reduce the administration and preservation of the company and is the reason many people make their business inactive.On a continuous basis, dormant companies must remain a number of other Companies House filing requirements, including:

• The annual return, which differs from the accounts, but must still be submitted.
• When a new director or secretary of the company was appointed or terminated an appropriate form needs to be sent off.
• The changes in the registered office of the Company or, if available, a SAIL address should be submitted on the form.

What if the dormant company will be active again?

Most dormant companies will become active again at some point in their lives. If your company is (for example, starting with trade), then you must notify actively within three months. The easiest way is to contact HMRC and inform them that the company is now active. There is also an online registration service of HMRCYour Virtual Office London are leaders in company formation and professional services since 1971.

When setting up a company with family or friends, it is easy to assume that in the future nothing can go wrong. We hope that in the future nothing can go wrong. However, family members and friends fall out, and if the worst should happen, you may end up with nothing.Therefore, you should focus on the business of the company in order to protect your own investment and consider the introduction of a shareholders agreement.As you might expect from an agreement between the shareholders of the company, it`s important to establish a reasonable relationship between the shareholders for its purpose, to help protect the investments of the company's shareholders.

The agreement will be:

• Sort out the rights and duties of shareholders.
• Control the company's shares.
• Describe how the company operates.
• Protect minority shareholders of the Company.

Without the agreement, minority shareholders (less than 50% of shares) will not have much control or say on how the company is run. There are laws that provide limited protection of minority shareholders, but it can be expensive to implement and would not achieve the desired compensation.A majority shareholder who wants to sell their shares may come up against a minority shareholder who doesn't agree. Therefore, the majority shareholder can force minority shareholders to sell their shares, known as a ‘drag along`. This is an important arrangement, but of course, the sales price and other fees for all shareholders, including minority shareholders, have to be fair.It is always a good idea to put together a shareholder agreement as early as possible, usually close to the formation of the company to avoid confusion. For everyone on board to have a shared understanding can really make all the difference further down the line.Your Virtual Office London are experienced company formation agents. We have been forming companies for over 40 years and have a vast amount of industry experience when it comes to the more intricate parts of limited companies and the best way to run them. A shareholders agreement is a very important document and we are able to help assist in the formation of a company and the creation of such mentioned agreements.

Here we have listed the two key areas of a new start up business:

Location of your Business

If you think putting a retail business or service where your customers have to come to your premises, then this point of location becomes paramount and you should ask questions like:

• What businesses to rent will be close?
• What is the pedestrian and automobile traffic like?
• Is there enough parking?
• Are there are any restrictions or incentive by the city for that area?
• What future developments are expected in that place?
• What about competition in that place?

An important point to emphasise, is that before you sign any contract to purchase or rent a room, you should check with local authorities in that city if there are any restrictions for your business in that specific location. Sometimes, even if you are acquiring an existing business with all equipment installed and running, when they ask for your business license, it is denied, as the city has changed its development plans and no longer wants that kind of business there. So it is very important to research first to avoid problems in the future.

Your business competition

As mentioned in the previous part, competition can be a source of information to determine the size of the market. You should study it and follow it closely, because it will serve you to know your strengths and weaknesses relative to the competition. This will help win a competitive advantage that differentiates you from them and plan your promotions and advertising.How can you go about investigating the competition to learn from them though? There are several techniques that can be employed: You may review their ads on TV, radio, newspapers, flyers, directories, the Internet, etc. You can go about their business and talk to their employees. You can also ask their customers or send someone to buy or purchase their services; and sometimes, through chambers of commerce, associations or journals you can get information.After this analysis, you should have enough information to know where they are located, size of their business, product lines or services, prices, number of employees , marketing media they use and get an idea of how much they invest in advertising and promotions, and know who their key suppliers are, etc. This will help your own business hugely in the long run.

Why use Your Virtual Office London?

Your Virtual Office London can help your new start up business. We provide a wide range of services aimed at supporting new start up companies. One service we provide is very popular, our mail forwarding service in London is an excellent way of obtaining a prestigious London image without having to use too much precious capital on actual physical property.