Demystifying the Process of Establishing and Registering a Company in the UK Wednesday 25 th April 2012 / Dr. Jan Könighaus, M. Jur. (Oxon.), Chief Legal Counsel of Avega S.à r.l., Luxembourg

Contents Private company limited by shares: Ltd. Public company limited by shares: Plc. Documents needed for registration of companies at Companies House Memorandum of association Articles of association Filing obligations vis-à-vis Companies House Incorporation of companies in the UK compared to procedure in Luxembourg - 1 -

Legal basis of company law in the UK: common law and the Companies Act 2006 Companies House = Executive Agency of the UK Government: Department for Business, Innovation and Skills - 2 -

Private company limited by shares (equivalent of an S.à r.l. in Luxembourg): Ltd. Vast majority of all UK companies Liability of each member (=shareholder) limited to amount unpaid on the shares Cannot offer shares for sale to the general public Only one shareholder needed (but no maximum!) Only one director needed - 3 -

Public company limited by shares (equivalent of an S.A. in Luxembourg): Plc. Minimum share capital: GBP 50,000 (cf. sect. 763 para. 1 Companies Act) Liability of each member (=shareholder) limited to amount unpaid on the shares Shares may be offered to general public Quotation at stock exchange possible Trading certificate needed from Companies House At least two directors and one (company) secretary (NB: this is not an executive assistant, but a highly qualified professional!) needed - 4 -

Documents needed for registration of companies at Companies House Application to register company (form IN01) Memorandum of association Articles of association (or model articles) Additional information, if name includes sensitive words or expressions (in particular government related words or regulated and protected professions) NB: name of the company should not be the same or too similar to an existing company - 5 -

Memorandum of association (= confirmation of subscribers to form a company) Name Legal domicile in UK (England & Wales, Wales only, Scotland or Northern Ireland) Objectives - 6 -

Articles of association (= the company’s internal rulebook) Rights of shareholders Rules governing transfer of shares/issuance of shares Procedure for general meeting of shareholders Powers and duties of directors Payment of dividends - 7 -

Filing obligations vis-à-vis Companies House Annual filing of accounts (profit and loss, balance sheet, directors’ report): filing by way of possible, exemptions for smaller and medium-sized companies Changes of registrable details (e.g. address, articles of association, share capital, personal changes of officers) - 8 -

Incorporation of companies in the UK compared to procedure in Luxembourg Constitutional effect of the company’s registration with Companies House: company not in existence before (contrary to registration with the RCS in Luxembourg which serves only declaratory purposes) No notaries public involved, no KYC procedures Model articles of association for standard companies (schedule to Companies Act) Minimal capital requirements for a Ltd. No maximum number of shareholders for a Ltd. (compared to 40 shareholders at an S.à r.l.!) Minimal fees for registration at Companies House, even online registration possible - 9 -

Useful links: Thank you!