Public limited companies need to establish whether they are maintaining the minimum share capital in sterling or euros (previously only sterling was permitted)

The company secretary becomes optional for private companies but they will remain mandatory for public companies.

The delivery time for accounts has been reduced by one month (for both private & public limited companies). Private companies have reduced from 10 months to 9 months, and public companies from 7 months to 6 months. Full calendar months for filing periods have also been introduced. Where the accounting period ends on a month end, the accounts filing period will end on a month end, except for the first accounting period.
The accounts balance sheet and director’s report will be required to refer to the Companies Act 2006 statements.

A growing number of European owner-managers are adopting the British “Limited” as a legal shell for their small and medium-sized companies. A recent decision by the European Court of Justice could turn the emerging trend into a problem for Non-British lawmakers. The court ruled that a company doing business only in one European country could not be denied the right to incorporate itself in the UK. It was decided in Germany a year ago and recently ruled that the Dutch government could not impose capital and publicity requirements on a limited company with headquarters in the Netherlands.

In theory this means entrepreneurs seeking to set up in any European country can use the legal entities that best suit them.

The main attraction of the British model is that it does not carry a minimum equity requirement. 1 share with ANY nomination (as little as $0.01) enough to incorporate a private limited company by shares or guarantee.

Other advantages include:

1. Lighter bureaucracy, with registration taking an average of only six hours in the UK compared with more than a month in Europe.
2. Registration costs are also up to 30 times lower rather then in many European countries.
3. Unprecedented support from government departments. For example: when you incorporate company but did not actually start to trade you can change your accounting reference date without any problems.
4. Possibility for electronic (on-line) filing off all forms and reports. You can change a director or company secretary, address of Registered Office, increase a nominal capital and other - in seconds, by yourself.

Those prepared to move their domiciles, and that of their companies, to the UK – can also look forward to tax savings.

The European Court of Justice’s latest decision has also been causing a stir because of its impact on employees. There is concern among union and government officials that some large companies may use the ruling to circumvent the rules giving European employees a big say in management decisions. Example: So-called shop floor co-determination – the rule forcing companies with more than five employees to set up a works council – applies on German soil to German and foreign companies. But foreign businesses are exempt from “corporate” co-determination, whereby those with more than 500 employees must staff at least a third of their supervisory boards with elected workers’ representatives.

If you need more information, please call + 44 207 993 2959.

1. This means that it is a legal person in its own right.
2. It is separate from those who own or run it, and has ‘limited liability’.

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