| Companies law |
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| Company · Business |
| Business entities |
| Sole proprietorship
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| United States |
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Unlimited company Community interest company |
| European Union / EEA |
| SE · SCE · SPE · EEIG |
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| Doctrines |
| Corporate governance Limited liability · Ultra vires Business judgment rule Internal affairs doctrine Piercing the corporate veil Rochdale Principles |
| Related areas |
| Contract · Civil procedure |
A private company limited by shares, usually called a private limited company (Ltd.) (though this can theoretically also refer to a private company limited by guarantee), is a type of company incorporated under the laws of England and Wales, Scotland, that of certain Commonwealth countries and the Republic of Ireland. It has shareholders with limited liability and its shares may not be offered to the general public, unlike those of a public limited company (plc).
"Limited by shares" means that the company has shareholders, and that the liability of the shareholders to creditors of the company is limited to the capital originally invested, i.e. the nominal value of the shares and any premium paid in return for the issue of the shares by the company. A shareholder's personal assets are thereby protected in the event of the company's insolvency, but money invested in the company will be lost.
A limited company may be "private" or "public". A private limited company's disclosure requirements are lighter, but for this reason its shares may not be offered to the general public (and therefore cannot be traded on a public stock exchange). This is the major distinguishing feature between a private limited company and a public limited company. Most companies, particularly small companies, are private.
Private companies limited by shares are usually required to have the suffix "Limited" (often written "Ltd" or "Ltd.") or "Incorporated" ("Inc.") as part of their name, though the latter cannot be used in the UK or the Republic of Ireland; companies set up by Act of Parliament may not have Limited in their name. In the Republic of Ireland "Teoranta" ("Teo.") may be used instead, largely by Gaeltacht companies. "Cyfyngedig" ("Cyf.") may be used by Welsh companies in a similar fashion.
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Every company must have formally appointed company officers at all times. By statute, a private company must have at least one Director and until April 2008 also had to have a Secretary (see Companies Act 2006). The company's articles of association may require more than one director in any case, and frequently do. At least one director must be an individual, not another company.
Anybody can be a director, subject to certain exceptions. A person who is an undischarged bankrupt or who has been banned from being a company director by the court will also be restricted. Nor can a person be a director of a limited company if he or she is unable to consent to their appointment. From October 2008, all directors must be at least 16 years old. This change will be applied retrospectively, with any directors under the age of 16 being removed from the register (Companies Act 2006).
No formal qualifications are required to be a company secretary.
In Scotland the Registrar will not register the appointment of a director under the age of 16 years for any company, as such a child does not have the legal capacity to accept a directorship, under the Age of Legal Capacity (Scotland) Act 1991.
Certain non-British nationals are restricted as to what work they may carry out in the UK.
As of October 2008 (Companies Act 2006), it is no longer necessary to obtain a court order to withhold a director's address, as a Service Address can be supplied as well with the residential address being held as protected information at Companies House.
Limited Companies are formed with both an authorised share capital and an issued share capital. The authorised share capital is the total number of shares existing in the company multiplied by the nominal value of each share. Not all such shares may have been issued. The issued share capital is the same calculation in respect of all the issued shares.
A company incorporated in England and Wales can be created with any number of shares of any value, in any currency. For example, there may be 10,000 shares with a nominal value of 1p, or 100 shares each of £1. In each case the share capital would be £100.
Unissued shares can be issued at any time by the directors using a Form SH01 - Return of Allotment of Shares(Pursuant to Companies Act,2006) subject to prior authorisation by the shareholders.
Shares in a private company are usually transferred by private agreement between the seller and the buyer, as shares in a private company may not by law be offered to the general public. A stock transfer form is required to register the transfer with the company. The articles of association of private companies often place restrictions on the transfer of shares.
A company's first accounts must start on the day of incorporation. The first financial year must end on the accounting reference date, or a date up to seven days either side of this date. Subsequent accounts start on the day following the year-end date of the previous accounts. They end on the next accounting reference date or a date up to seven days either side.
To help companies meet this filing requirement, Companies House send a pre-printed "shuttle" form to its registered office several weeks before the anniversary of incorporation. This will show the information that has already given to Companies House. If a company's accounts are delivered late there is an automatic penalty. This is between £100 and £1,000 for a private company.
The first accounts of a private company must be delivered:
A company may change its accounting reference date by sending Form 225 to the Registrar.
Every company must have a registered office, which does not need to be its usual business address. It is sometimes the company's lawyers or accountants, for example. All official letters and documentation from the government departments (including Inland Revenue and Companies House) will be sent to this address, and it must be shown on all official company documentation. The registered office can be anywhere in England and Wales (or Scotland if the company is registered there). If a company changes its registered office address after incorporation, the new address must be notified to Companies House on Form AD01.
To incorporate a company in the UK (other than Northern Ireland) the following documents, together with the registration fee (currently £40), must be sent to the Registrar of Companies:
The memorandum of association states the name of the company, the registered office and the company objectives. The objective of a company may simply be stated as being to carry out business as a general commercial company. The memorandum delivered to the Registrar must be signed by each subscriber in front of a witness who must attest the signature.
The articles of association govern the company's internal affairs. The company's articles delivered to the Registrar must be signed by each subscriber in front of a witness who must attest the signature.
Form IN01 states the first directors, the first secretary and the address of the registered office. Each director must give his or her name, address, date of birth, and occupation. Each officer appointed and each subscriber (or their agent) must sign and date the form.
In other jurisdictions companies must make similar applications to the relevant registrar — the Northern Ireland Registrar of Companies in Northern Ireland, the Companies Registration Office, Ireland in the Republic of Ireland, or the Registrar of Companies in India.
In reality it is far easier to contact one of the Company Registration services that can now form a company online without your written signature. Companies house now offers this service on their website using a system called business link (currently £18), meaning this method is often cheaper.
Private companies that have not traded or otherwise carried on business for at least three months may apply to the Registrar to be struck off the register. Alternatively, the company may be voluntarily liquidated.
A private company limited by shares and an unlimited company with a share capital may re-register as a public limited company (PLC). A private company must pass a special resolution that it be so re-registered and deliver a copy of the resolution together with an application form 43(3)(e) to the Registrar.