Starting a Business from Scratch, Coddan offers company formation and registration services with the name of your choice in UK on the same daySelecting Business Structure, legal and tax considerations enter into selecting a business structure, UK company formationsLondon Mail Forwarding address, including company formation and virtual office services, london mailing address, Register your Company online and UK Startup Guide The Companies Act 1985. This Act regulates the manner in which limited companies are formed, carry on their business, and are wound up. The Trading Standards Service is authorised to take proceedings against companies which contravene provisions relating to company names, and the giving of proper details of the company on letter-heads etc. (i.e. full name of company, registered office address, country of registration and company registration number). The Companies Act 1985 although not imposing any obligation to consult requires employers whose average number of employees exceeds 250 to include in the directors annual report a statement describing the action that has been taken during the financial year to introduce, maintain or develop arrangements aimed at: providing employees systematically with information on matters of concern to them as employees, consulting employees or their representatives on a regular basis so that the views of employees can be taken into account in making decisions which are likely to affect their interests, achieving a common awareness on the part of all employees of the financial and economic factors affecting the performance of the company. Incorporated into the concept of a company as a trading vehicle, is that the trading entity is a separate legal entity from its shareholders and its separate legal personality protects the shareholders from personal liability. Up until the 18th century companies had not been conceived and the legal fiction which afforded protection to shareholders simply did not exist. Limitation of personal liability is therefore in the enactments by Parliament creating company law that regards avoidance of personal liability as a privilege that comes at a price.
This applies to companies capable of being wound up under that Act. Section 348(1) of the Companies Act 1985 states: Every company shall paint or affix, and keep painted or affixed its name on the outside of every office or place in which its business is carried on, in a conspicuous position and in letters easily legible. Section 349(1)(d) of the Companies Act 1985 states: Every company shall have its name mentioned in legible characters in all its bills of parcels, invoices, receipts and letters of credit. Adding the requirements of the two Acts together, it would appear that the Business Names Act notice would suffice for both Acts and possibly one only would be required if it could be clearly seen and read from both inside and outside the premises (the doorway, perhaps). The Companies Act requires the name of the company, the Business Names Act requires an address as well. Address is not defined but we would interpret it as an address sufficient for papers to be served in person. A Post Office Box Number is not considered to be suitable. Where a banking company, or a company which is the holding company of a credit institution, prepares annual accounts for a financial year, it need not comply with the provisions of Part II of Schedule 6 (loans, quasi-loans and other dealings) in relation to a transaction or arrangement of a kind mentioned in section 330, or an agreement to enter into such a transaction or arrangement, to which that banking company or (as the case may be) credit institution is a party. In sub-paragraph (1) of paragraph 3, for the words from the beginning to that banking company for - there shall be substituted the words Where a banking company, or a company which is the holding company of a credit institution, takes advantage of the provisions of paragraph 2 of this Part of this Schedule for the purposes of its annual accounts for a financial year, then, in preparing those accounts, it shall comply with the provisions of Part III of Schedule 6 (other transactions, arrangements and agreements) only in relation to a transaction, arrangement or agreement made by that banking company or (as the case may be) credit institution for. In paragraph 3(4) and (5), for the word company there shall be substituted the words body corporate.
Section 459 Companies Act 1985. If a dispute arises between shareholders, after considering the small print of the Company Articles of Association, probably the next most important legal principle for any shareholder to understand is Section 459 of the Companies Act 1985. The most relevant part of the provision states as follows: A member of a company may apply to the court for an order under this Part on the ground that the company affairs are being or have been conducted in a manner which is unfairly prejudicial to the interests of its members generally or of some part of its members added; a member is simply a shareholder. The section is, in itself, worded in a very legalistic manner and many lawyers find it difficult to understand, so what chance does the layman have? What the section seeks to do is protect minority shareholders (those with a 50% shareholding or less) in circumstances where the majority shareholders seek to act in a way which is unfairly prejudicial to their interests.
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SCHEDULE 5. Matters to be included in Directors' Report



ARRANGEMENT OF SECTIONS

Part I. Company Accounts

Part II. Eligibility for Appointment as Company Auditor

Part III. Investigations and Powers to Obtain Information

Part IV. Registration of Company Charges

Part VI. Mergers and Related Matters

Part VII. Financial Markets and Insolvency

Part VIII. Amendments of the Financial Services Act 1986

Part IX. Transfer of Securities

Part X. Miscellaneous and General Provisions

SCHEDULE 1. Form and Content of Company Accounts

SCHEDULE 2. Form and Content of Group Accounts

SCHEDULE 3. Disclosure of Information: Related Undertakings

SCHEDULE 4. Disclosure of Information: Emoluments and Other Benefits of Directors and Others

SCHEDULE 5. Matters to be included in Directors' Report

SCHEDULE 6. Exemptions for Small and Medium-sized Companies

SCHEDULE 7. Special Provisions for Banking and Insurance Companies and Groups

SCHEDULE 8. Special Provisions for Banking or Insurance Companies

SCHEDULE 9. Parent and Subsidiary Undertakings: Supplementary Provisions

SCHEDULE 10. Amendments Consequential on Part I

SCHEDULE 11. Recognition of Supervisory Body

SCHEDULE 12. Recognition of Professional Qualification

SCHEDULE 13. Supplementary Provisions with Respect to Delegation Order

SCHEDULE 14. Supervisory and qualifying bodies: Restrictive practices

SCHEDULE 15. Charges on Property of Oversea Companies

SCHEDULE 16. Amendments Consequential on Part IV

SCHEDULE 17. Company Contracts, Seals

SCHEDULE 18. Subsidiary and related expressions

SCHEDULE 19. Minor amendments of the Companies Act 1985

SCHEDULE 20. Amendments about mergers and related matters

SCHEDULE 21. Additional requirements for recognition

SCHEDULE 22. Financial Markets and Insolvency

SCHEDULE 23. Consequential Amendments of the Financial Services Act 1986

SCHEDULE 24. Repeals
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Companies Act 1985
1989 c. 40 - continued
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SCHEDULE 5
Section 8(2). 
 Matters to be included in Directors' Report
    1.    Schedule 7 to the [1985 c. 6.] Companies Act 1985 (matters to be included in directors' report) is amended as follows.
 
Subsidiary undertakings
    2.—(1)  In paragraph 1(1) (significant changes in fixed assets) for "subsidiaries" substitute "subsidiary undertakings".

    (2)  In paragraph 6 (general information), for "subsidiaries" in each place where it occurs (three times) substitute "subsidiary undertakings".
 
Directors' interests
    3.    For paragraph 2 (directors' interests) substitute—
    "2.—(1)  The information required by paragraphs 2A and 2B shall be given in the directors' report, or by way of notes to the company's annual accounts, with respect to each person who at the end of the financial year was a director of the company.

    (2)  In those paragraphs—
    (a)  "the register" means the register of directors' interests kept by the company under section 325; and
    (b)  references to a body corporate being in the same group as the company are to its being a subsidiary or holding company, or another subsidiary of a holding company, of the company.
    2A.—(1)  It shall be stated with respect to each director whether, according to the register, he was at the end of the financial year interested in shares in or debentures of the company or any other body corporate in the same group.

    (2)  If he was so interested, there shall be stated the number of shares in and amount of debentures of each body (specifying it) in which, according to the register, he was then interested.

    (3)  If a director was interested at the end of the financial year in shares in or debentures of the company or any other body corporate in the same group—
    (a)  it shall also be stated whether, according to the register, he was at the beginning of the financial year (or, if he was not then a director, when he became one) interested in shares in or debentures of the company or any other body corporate in the same group, and
    (b)  if he was so interested, there shall be stated the number of shares in and amount of debentures of each body (specifying it) in which, according to the register, he was then interested.
    (4)  In this paragraph references to an interest in shares or debentures have the same meaning as in section 324; and references to the interest of a director include any interest falling to be treated as his for the purposes of that section.

    (5)  The reference above to the time when a person became a director is, in the case of a person who became a director on more than one occasion, to the time when he first became a director.
    2B.—(1)  It shall be stated with respect to each director whether, according to the register, any right to subscribe for shares in or debentures of the company or another body corporate in the same group was during the financial year granted to, or exercised by, the director or a member of his immediate family.

    (2)  If any such right was granted to, or exercised by, any such person during the financial year, there shall be stated the number of shares in and amount of debentures of each body (specifying it) in respect of which, according to the register, the right was granted or exercised.

    (3)  A director's "immediate family" means his or her spouse and infant children; and for this purpose "children" includes step-children, and "infant", in relation to Scotland, means pupil or minor.

    (4)  The reference above to a member of the director's immediate family does not include a person who is himself or herself a director of the company."
 
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