How Shelf Companies Lost Their Appeal and What to Do Now
Also known as a ready-made company or an off-the-shelf company, a shelf company is a pre-registered business you can buy and customise.
These days registering a brand new limited company is quite straightforward, especially when you use a specialist formations company such as ours. However, there are some considerations you have to think about early on in your company formations process. For a start you will need to decide which country you would like to be incorporated in and your decision can have important implications for your future.
When you register, you will have to choose to be incorporated into either England and Wales, Northern Island, Scotland, or Wales. You may think that this will be an obvious choice because of where you are currently based, but just because you happen to be based in Wales for example for the short term does not mean that you don’t plan to move elsewhere in the future.
What you have to remember is that once you have registered your company in Scotland for example, you will never be allowed to move your registered office over the border to England or choose to move it to Wales or Northern Island at a later date. This also applies the other way around, so it will pay you to think carefully about where to register your company, especially if your long term plan is to relocate in the future.
Each part of the UK holds separate company registers and are within separate jurisdictions. Even if you should relocate your business to another part of the UK, you will not be able to use the services of a registered office address provider or accountancy services from that area.
Having said all this, Wales does have a slightly different arrangement simply because England and Wales have the same jurisdiction and registry, therefore if you decided early on to register your business in Wales, but choose to relocate to England at a later date, you can apply to amend your incorporation to include England. This can be done through using form AD05 when you decide to relocate. This also applies the other way around so you can amend your company to just Wales from your original formation of England and Wales.
An amendment to the Companies Act 2006 was brought in on 1st October 2009 that provided a single company law regime covering the United Kingdom. This means that companies are now classed as UK companies rather than as GB or Northern Ireland companies. The same legislation applies to all UK registered companies, but those registered in NI and Scotland are still required to maintain a registered office in their place of registration.
If you are unsure where you company was incorporated, there is a simple way to find out. Your registered company number will determine where your company was formed: Scottish Companies Registration Numbers start with SC and Northern Ireland with NI. For Welsh Companies you need to check your Certificate of Incorporation.
Your Certificate of Incorporation is your conclusive proof that your company has been registered under the Companies Act 2006. Your certificate will also confirm your other important details such as:
- the name and registered number of the company
- the date of its incorporation
- whether it is a limited or unlimited company, and if it is limited whether it is limited by shares or limited by guarantee
- whether it is a private or a public company
- whether the company’s registered office is situated in England and Wales, Wales, Scotland or Northern Ireland
