Business & Company Services

This service includes the provision of general and fundamental business advice and structure to assist you with the start-up of your business.

We will:

• Meet with you (or have a conference call) to discuss your business generally
• Deal any reasonable questions you may have in relation to setting up or running a business
• Discuss the most appropriate legal structure for you and your business partners
• Discuss the structure of the shareholding of the business (provided that an overly-complicated company structure is not required)
• Discuss the structure of capital contributions made by shareholders
• Appoint shareholders and directors of your company, if applicable
• Discuss the need for any additional documents and requirements for the running of your business
• Consider and discuss general tax matters relating to companies
• Refer any relevant professionals as required
• Conduct due diligence investigations
• Correspond with you and deal with any reasonable requests that you may have during the process
• Refer / recommend various professionals and consultants as required to help with your business

Our office address will be your address. Your company or property will be registered at our central London address, Queens House, 180 Tottenham Court Road, London, W1T 7PD. This means that all correspondence relating to your company or property will be sent to this address. We will not open or deal with any correspondence on your behalf. The collection of correspondence from the above address will be your responsibility; alternatively you can opt for our Administration Services. We can also provide a mail forwarding service. Please note that the above cost is per company and/or property.

Please note that this service does not include receiving e-mails or telephone enquiries.

This service includes dealing with all reasonable and routine correspondence in relation to the company and/or property (all correspondence will be scanned and e-mailed to you), arranging for the payment of bills and expenses, filing of all documents, dealing with enquiries and generally managing the administration of the company and/or property. All telephone enquiries regarding the management of the company and/or property will be dealt with by Queens House UK Limited staff.

Articles of Association will be tailored specifically to your needs. This service includes meeting with you, taking your instructions and drafting entirely bespoke articles of association tailor-made to suit the needs and structure of your business. All registered companies must have articles of association which set out the basic management and administrative structure of the company. They regulate the internal affairs of the company (for example, the issue and transfer of shares, meetings and many other points) and create a contract between the company and each of its members. Companies can either create bespoke articles of association or adopt (in whole or in part) standard articles. If no bespoke articles are registered, the model articles will apply as the default set of articles for limited companies.

This is to be used when there are multiple shareholders or or a partnership. This service includes taking your instructions and drafting a suitable shareholders’ or partnership agreement (short form). This is an important agreement between the shareholders or partners setting out the terms governing issues such as the valuation/sale/transfer of shares, directorships, funding of the company or partnership and generally the relationship between shareholders or partners. The service includes dealing with any reasonable queries which you may have. If you wish to significantly change the agreement once it has been drafted then this will incur an additional cost.

Queens House UK Limited will do the company’s (or your personal) bookkeeping which includes, but is not limited to, the following:

• Keeping the books and paperwork of your company in good order
• Sales and purchase invoices are coded and processed
• All payments made by the company will be posted via the purchase ledger, nominal ledger and your bank
• All banking carried out is posted to the bank account and corresponding ledgers
• Petty cash, credit card payments and personal expenses are processed and entered onto an electronic system
• Analysis of monthly management accounts (if required)
• Reconciliation of all bank accounts
• Keep a record of all input and output VAT (if applicable)
• Directors’ loan account review (if applicable)
• HMRC reporting & filing (VAT & PAYE)
• Complying with Companies House requirements and filing the company’s annual return
• Liaising with auditors and/or accountants
• Preparing all books and paperwork for accountants to prepare annual accounts

Please note that we do not provide Payroll services or preparation of annual accounts however we could arrange this for you through your accountant.

Queens House will be appointed as the Company Secretary (which is optional). A Company Secretary is not an officer of the company ; however, they will be able to sign certain documents on behalf of the company in the absence of the directors and in particular has the ability to sign most of the forms that a company needs to submit to the registrar of companies. This fee is simply to appoint Queens House UK Limited as a company secretary; all work undertaken as company secretary will be charged in in addition.

Nominee Shareholders may be required for a number of reasons, such as for trust purposes. One of our group companies will be appointed as a nominee shareholder of your company. The nominee shareholder will hold the shares of the company on trust for the ultimate beneficial owners.  Additional costs will apply depending on the level of involvement of the nominee shareholder and for non-routine signatures.

When appointing nominee shareholders, a deed of trust is required for each shareholder; this must be signed by all parties stating that the nominee shareholder holds the shares of the company on trust for the ultimate beneficial owners thereby securing their position. There is an additional charge of £360 for the Deed of Trust. This includes VAT and is a one off cost.

Nominee shareholders may be required for a number of reasons, such as for trust purposes. One of our physical nominee directors will be appointed as a nominee shareholder of your company. The nominee shareholder will hold the shares of the company on trust for the ultimate beneficial owners.  Additional costs will apply depending on the level of involvement of the nominee shareholder and for non-routine signatures.

When appointing nominee shareholders, a deed of trust is required for each shareholder; this must be signed by all parties stating that the nominee shareholder holds the shares of the company on trust for the ultimate beneficial owners thereby securing their position. There is an additional charge of £360 for the Deed of Trust. This includes VAT and is a one off cost.

A Nominee director may be required for various reasons, such as if acting on behalf of a group of persons or a Trust corporation. The nominee will be registered as a nominee director for the company and will act as a non-executive director on behalf of the ultimate beneficial owners of the company.

The nominee director will be able to sign all documents on behalf of the company but will only do so with express instructions in writing from the ultimate beneficial owners of the company. In addition, the director, being legally responsible for the company and answerable to the authorities, must be involved with and must formally authorise all dealings by the company. Therefore, they must be provided with all information without having to request it.

The minimum charge for the appointment of the nominee director includes all reasonable routine signatures which include:

1. 1. Standard banking instructions
   2. Cheques
   3. Company Year End Accounts
   4. VAT Returns
   5. Tax Returns

Additional costs may apply depending on the level of involvement of the nominee director and non-routine signatures. A company director must ensure that they are familiar with the company’s business and decision making. Therefore, as and when required, legal and other advice will be sought by the nominee director prior to them signing certain documents on behalf of the company; all associated fees are payable by the company.

When appointing nominee directors, a deed of indemnity is required; this must be signed by all parties stating that the ultimate beneficial owners of the company will indemnify the nominee director in regards to any liability incurred as a result of its provision as nominee director. There is an additional charge of £360 for the Deed of Indemnity. This includes VAT and is a one off cost.

A Confirmation Statement must be filed with Companies House on a yearly basis. This is a requirement for all UK companies. We will take your instructions and file your Confirmation Statement on your behalf.

You must register to charge VAT if your turnover exceeds the VAT accounting threshold which is currently £85,000. You can register for VAT before you reach the limit if you anticipate that you will do so within your company’s accounting year. We will take your instructions, complete and submit your VAT Registration Application. If we incur problems or delays, we may have to charge additional costs depending on the time taken to deal with any issues.

A VAT return is required for all business which are registered for VAT. A VAT return must usually be submitted every 3 months even if there is no VAT to pay or reclaim from HMRC.

A VAT return includes providing details such as:

• Your total sales and purchases
• The amount of VAT you owe
• The amount of VAT you can reclaim
• What your VAT refund from HMRC is

We will take your instructions, prepare and submit your VAT return to HMRC.

We will assist you with and organise the opening of a UK bank account. Please note that the opening of a company bank account can be very time consuming and can prove to be complicated in certain circumstances. We are obliged to inform you that some banks may decline the opening of a bank account for companies, depending on their credit rating and various other factors. Some banks may also have stringent systems and processes which must be completed prior to a bank account being opened; for example, they may request a meeting with the directors and/or shareholders of the company and often require the directors and/or shareholders to be resident in the UK. In the event that a bank account application is refused, the fees of Queens House UK Limited will still be payable as time would have been spent collating the required documentation and making the application.  If you would like us to assist, the minimum charge will apply; if more work is done over and above the minimum charge, then further costs may apply.

We will correspond with all necessary persons and bodies in order to transfer the administration of your company to Queens House UK Limited. The costs include considering all company documents and correspondence with Companies House, HMRC and your accountant. The cost also includes the due diligence (“know your client”) investigations which we must undertake in order to obtain the details of the directors, shareholders and ultimate beneficial owners of the company. If difficulties, delays or complications are incurred and we spend more than four hours dealing with the transfer, additional costs may be charged.

We can arrange for all associated legal work, agreements and contracts to be prepared on your behalf by our associated firm of solicitors, Protopapas LLP.

Such documents include (but are not limited to):

• Residential and Commercial property legal services including sales, purchases, commercial leases and licenses, ASTs, landlord and tenant disputes etc
• Commercial & Civil Litigation
• property Litigation
• Construction Documents
• Employment Contracts
• Directors Service Agreements
• Partnership Agreements
• Confidentiality Agreements / Non-Disclosure Agreements
• User/Customer Agreements
• Business Service Agreements
• Trading Agreements
• Terms and Conditions of Business
• Joint Venture Agreements
• Apostille (legalisation) of Documents
• Trade Mark and Patent applications