Limited and its structure

Due to British legal system the Limited company formation is cheap, easy, fast and continual. You just need two subjects (individuals or corporations) to serve as director and secretary what is the only legal requirement to form a company. You also need an owner called shareholder. Shareholder may be director or secretary at the same time.

SHAREHOLDER may be director or secretary held at least 1 share is owner of Limited company
DIRECTOR act for the company represent company's interests manage the company	SECRETARY cares for company register is contact for UK authorities monitors company duties communicates with UK authorities receives official post is not entitled to act for the company

In addition to this Limited has to have registered office in United Kingdom where it receives official post. Company's register is hold here (see Secretary) and it must be accessible to everyone during usual opening hours. We offer registered office and secretary services by our specialists to those companies that will not trade in UK. Therefore, you need not open your own office in UK. On condition that you use our secretary services a Limited company may be ordered by one subject (Single Member Company).

Limited may have virtually every name providing it is not used by another company or it does not affect other's people rights. Some wordings as Police, Bank, Queen etc. are subject to special permission. An affix "Limited" or "Ltd." is mandatory in order to point out limited liability of such entity.

Share capital is set in Articles of association. It is usually £1.000 although £1 would be enough. Each shareholder's liability to pay the company's debts is limited to the amount that they have not yet paid for company shares that they own. The shareholder may issue one £1 share although share capital is £1.000.

Owners may by anonymous if he uses nominee shareholder service. A nominee is normally a company created for the purpose of holding shares and other securities on behalf of investors. With our service the nominee is not the legal owner of the shares, and the underlying investors have the "beneficial interest" in the shares: i.e. they are entitled to all income and capital gains on them.

Upon taking on the duties of Nominee Shareholder, we would hold your shares on trust in the form of a Nominee Shareholders Agreement. Our Nominee Shareholders Agreement would serve the purpose of ensuring that your identity as Beneficial Owner(s) is only known to us and not put on public record at the Company's Registry.

An original Share Transfer Form signed by us, but undated, will be issued to you, so that you can have the security of being able to transfer the shares at any time.

A nominee holding occurs where a third party holds shares on your behalf. This can be purely an administrative matter to aid the management of shareholdings. The Information who is the real owner is provided to the State in suspicion of illegal activities.

The Objects (scope) of business aktivity is usualy stated as "all legal activities" what gives your trading high extent of freedom. There are some limits for certified trading (chemistry, wapons …)

  Branch and its structure
  (Trading through a branch)

LIMITED No aktivity / may have activity

BRANCH IN YOUR COUNTRY trading

It was already explained in the section "Utilization " that a branch is an organisation depending on its head office situated abroad and it is not a legal entity of its own. Limited is therefore branch establisher. Each branch needs representative resident and statutory body (Directors of Limited Company) that is registered with the Companies House Register. Branch representative may be Director of Limited at the same time on condition that he is resident in the country where branch is opened.

BRANCH ESTABLISHER Limited is branch owner
BRANCH REPRESENTATIVE registered with Companies Register, authorised to act and represent the branch only	STATUTORY BODY act for entire company represent entire company's interests manage entire company

Branch Recording in the Commercial Register

In the case of a foreign corporation's branch registration the following information are usually entered in the Commercial Register:

• the designation and seat of the branch and its identification number;
• the objects (business activity) of the branch;
• the law of the state (country) governing the relations of such foreign corporation;
• if the law under letter (c) so provides, the Commercial (Companies) Register or similar register (or registry) where the foreign corporation is entered, and the number of such registration;
• the commercial name or designation of the foreign corporation, its legal form, the objects (business activity), and also, if appropriate, the amount of its subscribed registered (share) capital in the foreign currency concerned;
• full name and residential address, or place of stay, of the branch representative of the corporation's branch;

For branch registration within European Union only the following information shall be entered in the Commercial Register:

• the seat of the branch and its identification number;
• the objects (business activity) of the branch;
• the register in which the foreign corporation is entered, and the registration number;
• the commercial name and legal form of the foreign corporation and the designation of the branch, if the latter is different from the commercial name;
• the full name and residential address of the branch representantive and details regarding statutory body.

To see how Limited is used as Mother Company in some countries please look at the home page

  Limited is shareholder in another company and structure

Limited as foreign entity may take part in formation of other corporation with its head office in other country or may take over another corporation that already exists. Limited may form or join another entity with other subjects or as a single member. Having Limited Company as a shareholder and foreign investor local entity has additional image of seriousness and reputation.

SHAREHOLDER Limited as (co-)owner another corporation

STANDARD LOCAL LEGAL ENTITY

JIf you decide to trade through a branch only and the British mother company does not trade the only requirement you have to deal with is to submit Annual Report to the Companies House (we offer). You need not prepare accounts!

In case of share transfer of "standard local legal entity" you may transfer the ownership of entire Limited company within 48 hours to new owner without protraction, complication and high costs caused by your local legal system or bureaucracy.