How does Jordans’ company formation service work?
Jordans have completely automated company incorporation for private limited companies. We ask you a series of simple questions which give us everything we need to form a private company limited by shares for you in England and Wales. Once you submit your order, we immediately lodge the formation ‘paperwork’ electronically at the Companies Registry (“Companies House”) in Cardiff. Your company is formed with your own officers in place. We do nopt need any signed paper forms from you – this a fully electronic, form-free service.

What do I get with my company formation?
Compare our packages to make sure you select the one that’s right for you and see exactly what you’ll receive.

How long does it take?
Incorporation is guaranteed by Companies House within 24 hours of lodging the formation paperwork, but, depending o the volume of formations at any one time, it usually happens within 3-4 hours.

How will my company documents be delivered?
Depending on the package chosen, we deliver some items in PDF format by email immediately following notification of incorporation by Companies House. If you ordered non-electronic items (for example, a company seal), these are despatched by courier and will arrive within 3-5 working days, following notification of incorporation by Companies House.

Can I change my order?
Because we lodge your company electronically almost as soon as you press “confirm”, it is not normally possible to make changes to it. However, it may be possible to make any changes you require after incorporation.

What type of company can I incorporate?
It is currently only possible to form private limited companies online, but please contact us if you would like Jordans to form a different type of company for you. Forming a different type of UK company.

Private limited company requirements
In order to incorporate a private limited company in the UK you will need:

• A registered address within the UK i.e. a valid postal address in England, Scotland or Wales
• One director and one shareholder (who may be the same person)

Choosing where your company will be formed
For company formation purposes, England & Wales and Scotland are two separate jurisdictions and each has its own Companies Registry. There are differences between the laws of the two jurisdictions, but the rules for company formation are the same. A company registered in England & Wales must have its registered office address in England or Wales and a Scottish company must have its registered office in Scotland.

If you want to form a Scottish company go to www.oswalds.co.uk or call Oswalds Company Formations department on 0131 557 6966.

Registered office
The registered office is the company's official address. This is where government bodies like Companies House will send official correspondence and it is also where court documents must be served. So it is vital that correspondence arriving at the registered office comes to the attention of the directors very quickly. The company does not need to carry on any trading activity from its registered office, so it can be an accommodation address. However, it cannot be a PO Box number.

We can provide one of our addresses in Bristol or London as the registered office and can forward official mail and documents, e.g. from Companies House or the Inland Revenue. We also offer an additional commercial mail forwarding service, whereby your business correspondence will be forwarded during normal office hours, Monday to Friday.

Choosing a company name
The company name is very important - it can become a valuable asset in the balance sheet - so it is important to choose one that does not create any legal problems.

There are a number of regulations to consider:

• The company name must end in "Limited", "Ltd" or their Welsh equivalents "Cyfyngedig" and "Cyf" and that word must not appear elsewhere in the name.
• The name must not be offensive or imply criminal activity.

How will the company name appear on the certificate?
Companies House only issues certificates in upper case, irrespective of how the company's name is shown on the electronic lodgement paper. However, you can display the name in lower case on the seal, Memorandum and Articles of Association and company stationery.

A company must also include its name on its order forms and on its website and its website must also state the place of registration, registered number and registered office.

Jordans can help you to protect a company name against passing off and alert you to newly-formed companies with similar names. More about protecting your company name

Company stationery
Your company’s letter heading, including email and fax correspondence, must set out:

• Your company name, exactly as registered at Companies House
• The registered office address
• The jurisdiction in which the company is registered (England & Wales or Scotland)
• The company number allocated by Companies House (on your Certificate of Incorporation)
• If registered, your VAT number

Trade marks
A company's name can infringe a registered trade mark because if is the same the trade mark or too similar. You may also want to check whether a company name could be registered as a trade mark in future. Find out more

Memorandum and Articles
The Memorandum of Association is the document which regulates the affairs of the company in relation to the outside world. It sets out the activity the company was formed to carry out, the jurisdiction in which it will be registered and the amount of its share capital. Importantly it also includes the necessary powers to enable the company to effectively carry on its business.

The Articles of Association is the document which regulates the internal affairs of the company and its members. For example, it will include provisions relating to shareholders and share rights, appointment and removal of directors and the mechanics for calling and holding board and shareholder meetings.

Our Articles, drafted by leading Counsel, are designed to ensure trouble-free administration of the company. However, if you would like us to undertake any special drafting at fixed fees or competitive hourly rates, please contact Helen Goose on (0117) 918 1322 or email us.

Table A explained
In the Articles of Association you will see references to "Table A". These regulations apply as the Articles of Association, unless otherwise provided. Many Table A provisions are inappropriate for smaller or start-up companies, so our Articles make a series of amendments to Table A. For your convenience we include a copy of Table A with your Articles.

Optional additional articles

Transfer of shares
You need to think about what you want to happen if you want to sell your shares in the future, or if another shareholder does. If you want to make special provision for this now, you need to include a clause in your Articles of Association. Our standard articles provide that shares can only be transferred if the board approves the transfer, but subject to this, shares can be transferred to any person.

Option 1 – Freedom to transfer to family members
This article allows members to freely transfer shares to family members or to other members of the company.

Option 2 - Pre-emption
Pre-emption means that shares must be offered to the existing members before they can be sold to a third party.

Option 3 - Freedom to transfer to family members and pre-emption
This article allows members to freely transfer shares to family members, but if shares are not to be transferred to family members the article provides for pre-emption in favour of existing members.

Enhanced voting rights for directors
It is possible to reinforce the position of a director who is also a shareholder by giving him or her sufficient votes per share to block a resolution to remove him or her from office.

Associate directors
For management purposes it may be appropriate to create a class of associate directors who are given additional status beyond that of an employee but are not members of the board.

Electronic attendance at meetings
We can include an article in your company's Articles allowing directors to participate in board meetings by telephone or other means, as long as all the parties can communicate with one another throughout the meeting.

If you require more detailed provision than this please email our Corporate Legal Services Department.

Trading activity explained
A company's trading activities must be set out in its constitution. These are sometimes called the company's "objects". Before the Companies Act 1989, companies set out their activities at length. However, the 1989 Act allows a company simply to state that it is a "general commercial company". This means it can carry on any trade or business. Your company will be formed with a "general commercial company" objects clause in its constitution.

If you require a company with specific objects, this is outside the scope of Jordans’ online services but we can help. Please email Joe Cressy or Adrian Brown or find out more.

The officers of the company
A private company must have at least one director. We would not recommend that you form your company with a sole corporate director i.e. with another company acting as the only director.

The directors
Directors are appointed to manage the company’s affairs in accordance with the Articles of Association and the law. They manage the business of the company and carry responsibility if things go wrong. Directors are subject to a number of legal duties and responsibilities, for example, they must always act to promote the success of the company for the benefit of the members. In extreme cases they can be prosecuted or made personally liable for the company’s debts. There are no qualification requirements for directors; however, there are restrictions which are applicable on the appointment of a director:

• A director must not have been disqualified by a court from acting as a company director, unless s/he is permitted to act as one for a specific company
• The director must not be an undischarged bankrupt, except for leave of the court

Authorised share capital
Every company must state its authorised share capital in its Memorandum of Association. The authorised capital (sometimes called the "nominal capital") is the number of shares the company has available to issue. Our companies are usually formed with share capital of £1,000, divided into £1 shares, at least one of which must be issued.

The company may be incorporated with authorised share capital that is greater than the amount it needs as initial working capital. After satisfying that need, it will therefore have a number of unissued shares that the board can keep in reserve for future share issues.

Share capital value
Due to the constraints of transmitting data electronically, there is a limit of ten character digits for the share capital fields, meaning that incorporating a company with a maximum value of £9,999,999 (9999999.00) is possible. If you require a greater value, please contact our UK Companies Department on either (0117) 923 0600 or (020) 7400 3333.

Multiple share classes
Companies can be formed with any class of share capital. Different classes of share can be used to give different shareholders different rights. For example, preference shares may give priority over the payment of dividends, redeemable shares may be used if the holder wants his capital contribution repaid and "A" and "B" shares can be used to allocate different transfer or dividend rights to the holders.

Companies may have more than one share class; for example ordinary and preference. Jordans’ online companies are formed with ordinary shares. If more than one class of share is required from the outset, please contact us.

Members
Any person can be a member (or shareholder) of the company. Accordingly, a member can be an individual, company or limited liability partnership. A private company can have only one member and is then referred to as a single member company. In this situation, special rules apply.

The first board meeting
The directors of a newly formed company should hold a first board meeting as soon as convenient after incorporation. Jordans can supply draft minutes in accordance with your particular circumstances, if required.

Company registers
Every company must keep certain registers, including a register of shareholders and directors, which any member of the public can inspect - usually for a (very small) fee. Some of these registers must be kept at the registered office.

Jordans supply a set of blank registers as part of our standard product. These include full guidance and instruction on how and where each register should be kept and the precise rights of inspection for each. Alternatively, we can maintain your company's registers for you as part of our company administration service.

We can also supply other company and legal forms. Email our Stationery Department or find out more.

General Meetings
A general meeting is a meeting of the members or shareholders of the company. The only business that can be conducted at a general meeting is the business set out in the notice convening the meeting. The type of resolution (decision taken by the members – either “ordinary” or “special) taken.


Changes to the name, authorised share capital or Memorandum or Articles of Association of the company are usually effected by resolutions passed at general meetings, but a private company may also make these changes by written resolution. Subject to the Articles, alterations to the name and constitution of the company are made by special resolution, while an increase in capital is usually effected by an ordinary resolution. Share issues are normally dealt with by the board.

Copies of special and certain ordinary resolutions must be filed at Companies House within fifteen days of being passed.

A general meeting is a meeting of the members or shareholders of the company. The only business that can be conducted at a general meeting is the business set out in the notice convening the meeting. The type of resolution, ordinary or special, by which the business is transacted, will be as required by the Companies Acts or the Company's Articles and must be specified in the notice.

Changes to the name, authorised share capital or Memorandum or Articles of Association of the company are usually effected by resolutions passed at general meetings, but a private company may also make these changes by written resolution. Subject always to the Articles, alterations to the name and constitution of the company are made by special resolution, while an increase in capital is usually effected by an ordinary resolution. Share issues are normally dealt with by the board.

Copies of special and certain ordinary resolutions must be filed at Companies House within fifteen days of being passed. A printed copy of the Memorandum & Articles of Association as altered must also be filed at Companies House no later than fifteen days after the passing of the resolution. A fee is payable to Companies House on a change of name and the change of name is not effective until the Registrar issues a certificate of change of name.

Jordans has expertise in dealing with any amendment required to the share capital, objects clauses, Articles of Association or change of name of your company and the subsequent reprinting of the Memorandum and Articles of Association. Email our Corporate Legal Services Department, or find out more.

Financial year and accounts
The company's financial year or 'accounting reference period' is determined by a company's accounting reference date. Unless notice of a different accounting reference date is given to Companies House on form 225, the accounting reference period will automatically end on the last day of the month in which the company was incorporated. A company's first accounting reference period must be more than 6 months but not more than 18 months. It starts on the date of incorporation and ends on the accounting reference date. Subsequent periods are for 12 months, starting with the end of the last period and ending on the accounting reference date, but the date can be changed at a later date.

The accounts for a private company must be filed at Companies House within 9 months from the end of the accounting reference period, and a copy of the accounts must be sent to the members before the end of this period or before the accounts are actually delivered to Companies House, if earlier. The accounts must be delivered to Companies House with the balance sheet(s) signed by two directors (one only if sole director). Heavy fines can be incurred where companies fail to submit accounts within the time limit.

Some of our company secretarial services include reminders for company secretaries as to the filing of accounts.

We also offer accounting services. Email our Accounting Services Department our Accounting Services Department or find out more.

Annual Return
Every company must make a return (called the 'Annual Return'), to the Registrar of Companies once every calendar year. The return must show the position as at the 'return date' which is either (a) the anniversary of the incorporation of the company or (b) the anniversary of the return date of the previous annual return filed at Companies House.

The annual return must be filed at Companies House within 28 days of its return date. Failure to do this is a criminal offence for which directors and company secretaries may be prosecuted.

Jordans can supply company and legal forms, registers and printing. For more information email our Stationery Department or order forms online.