In general, the process of incorporating a company is conceived as something cumbersome and even more so if we are talking about a foreign country and another continent. Especially because of the limitations such as language, domicile, currency, etc. However, surprisingly, this process is simpler than it seems, particularly with the benefit that its procedure is similar to a certain extent to the Colombian process for the incorporation of a company before a Chamber of Commerce.
1. Name
Firstly, as is well known, it is important that the name chosen for the formation of your company must not conflict with another name previously registered with the Company House in the United Kingdom; likewise, it must not contain elements or expressions that are offensive to the public.
Similarly, it is common for companies or partnerships incorporated in the United Kingdom to end with the designation “Limited” or “Ltd.”, and therefore, within the respective registration form, the applicant will have the possibility of indicating to the competent authorities whether or not you wish the name of your company to end that way.
2. Information
In the respective forms to be filled out in order to start the opening application, you will be asked those points for further identification of the user and respective corporate members, as well as the company to be incorporated, among these are:
- Personal information: In this section the user(s) will be asked to open the company with relevant information such as: full name, date of birth, parents; names, occupation, place of residence of the company members, zip code, etc.
- Corporate Purpose: As with the incorporation of companies in Colombia, the corporate purpose of the company must be established before the competent authority by means of the respective form. In the same way that happens with the incorporation of a company before a Chamber of Commerce, the Chamber of Commerce will ask us to identify those tasks contained in the object of our company, by means of codes provided by the company House of the United Kingdom.
- Company Address: Of course, just as your residence address and that of the other shareholders of the company will be requested, it will be necessary to provide an address where the company will be registered. It is understandable that this may be the major impediment for many who wish to set up their businesses abroad. However, there is the possibility of requesting the services of virtual office rentals, which may meet this requirement.
It is important to note that much of this information will be publicly disclosed to Company House. However, the incorporation form will leave it up to the interested party to indicate whether or not it wishes its information being available to the public.
3. Secretary and Director
In the incorporation document, which is one of the indispensable requirements for the application for registration of the corporation, it will be of utmost importance, within the previously mentioned form, to name the corresponding individuals who will serve as secretary and director of the corporation, who will be in charge of assuming the duties of controlling the
corporations income, as well as recording the decisions taken at the shareholders meeting.
It is important to note that these positions can be assumed by the same person who will be identified as the Legal Representative of the company, which allows greater maneuverability for those who wish to start with this constitution.
4. Shareholder Information
It will be important to establish in the form not only the information of the shareholders that will be part of this company (name, identification document, domicile, country of birth, zip code, etc.), but also what will be the shareholding structure of these.
For this purpose, the form will contain the respective fields in which the number of shares to be held by the company will be indicated, as well as their par value. Likewise, the type of currency to be used for the payment of the shares to be formed and the amount that each shareholder will assume must be indicated. As mentioned in the previous section, a corporation to be incorporated may be formed by a single individual, so all the shares may be in the name of a single person.
It is possible to establish in the form that a particular person within the shareholding structure has a greater degree of power of action and decision within the company, which would be known as a person with “considerable power”. For this purpose, the person or persons designated for such attribute must be mentioned in the form, which will have as a requirement to have at least 25% of the control of the totality of the shares as a minimum. This will have greater power when appointing or dismissing parties, such as directors, secretaries, etc. In addition to obtaining a greater weight in the voting at the shareholders meeting.
From the above, if you want to expand your knowledge about the formation of companies, as well as to expand your business, do not hesitate to contact Gestiones Empresariales López & James S.A.S., which, with its extensive experience in the field will be able to provide the service
you need.
At López & James we are more than willing to provide support on this issue, as we also have professionals specialized in the areas of Corporate Law, Civil Law, Tax Law and other areas of law. Likewise, our team of financial, administrative and foreign trade consultants is ready to provide advice on any concerns regarding these issues through its virtual channels, at any time, through the email contact@lopezjames.com or by calling our landline in Bogota (+601) 7498261. For more information, please visit www.lopezjames.com.
About the author:
Samuel Fuentes is a lawyer from Universidad Jorge Tadeo Lozano in Bogotá, is part of the Bogotá team, and has experience in Human Rights and Criminal Law. He specializes in labor settlements and is bilingual Spanish – English.
Bogotá D.C. May 9, 2022.