Limited companies

A Limited Company (LTD) must be incorporated at Companies House.

An application for registration showing company’s proposed name, registered office, whether the liability of members is to be limited, Memorandum of Association, Articles of Association, statement of capital and initial shareholdings, statement of proposed offices, statement of compliance with Companies Act 2006 regarding registration and registration fees.

It is a legal person distinct from its shareholders, in law referred to as a “veil of incorporation”. Shareholders should have no liability for the debts of the company. In practice, however, the extent of a shareholder’s liability depends on the type of company concerned. The company itself is a legal person liable without limit for its own debts.

The liability of a member of a company limited by shares is limited to the amount, if any, unpaid on the shares. Once the shares are fully paid there is in general (subject to instances of lifting the corporate veil) no further liability. Companies are required to file accounts at Companies House. In some cases accounts need to be audited. In addition, companies must file annual returns listing company officers, registered address, share capital, and shareholders.

A UK resident company is subject to corporation tax on its worldwide profits. A company must normally file its CT return by the due filing date which is the later of:

• 12 months after the end of the period to which return related (the period cannot be longer than 12 months)
• 3 months after a notice requiring the return was issued.

Accounts for the period must accompany the return.

Read more about new filing requirements here.