Trusting Downton Capital Ltd

Why trust Downton Capital Ltd?

You have a brilliant business idea, but feel overwhelmed by the complexity of the legal and regulatory requirements related to starting a business and its tax compliance?

Downton Capital team’s of experts is here to help.

As professionals, we understand the challenges and frustration of turning your vision into reality.

Downton Capital Ltd operates throughout Europe, Canada and the United States. The success seen by our international clients demonstrates our unwavering commitment to supporting start-ups.

Our strategic locations allow us to provide prestigious addresses to enhance the image of your new business.

Our innovative and comprehensive packages offer everything you need to launch your business with confidence. We are not just a service provider, but your partner on the path to success.

With our expertise in business formation and administrative services, we can help you navigate the legal and regulatory complexities so that you can focus on what matters most: growing your business.

  • No hidden fees

Our prices are clear and transparent. When you entrust us with the registration of your company, you will pay the advertised price, with no hidden fees or additional costs.

  • Fast service

We do everything we can to ensure your business is set up as quickly as possible. Deadlines generally range from a few hours to a week to register your company.

We are committed to providing you with an efficient service that ensures your company is up and running as quickly as possible, allowing you to focus on growing your business.

  • Satisfaction guaranteed

When working with us, rest assured that your satisfaction is our top priority.

We are committed to providing you with; the best service, information and efficient management tools, making your experience smooth and pleasant.

  • Competitive pricing

We offer competitive pricing and a wide range of business formation packages. Our primary goal is to help your business succeed by providing you with pricing options tailored to your unique needs.

  • Confidentiality and privacy

We prioritize the privacy and security of your sensitive information, including your personal and business information. We have designed our system with the greatest care, incorporating measures to ensure the security and confidentiality of your data.

  • Complete and adapted packages

We offer businesses a wide range of services, including company formation, assistance with opening a professional bank account, registered office address service, and other professional services.

We are constantly exploring innovative ways to bring value to our clients and their businesses.

  • An experienced team

Our experienced team also provides professional, free customer support to all clients, before, during and after incorporating their business.

If you need help, our team can provide you with the assistance you need by email, or over the phone, as and when you need it.

We strongly advise you to speak to our Business Services team if you are unsure of the best structure for your business.

UK Companies’ Duties

Last modified – 16/04/2024

  • Registered office address :

A registered office is a legal requirement for all companies registered with Companies House. It is the official address of the incorporated company and is accessible to the public. The address may be different from your usual business address. Companies House, HMRC and other government bodies will use your registered office address to send statutory letters and legal notices. All companies are legally obliged to display the registered office address on business correspondence such as letters and the company website.

For further information, click here.

  • Confirmation statement :

Companies House requires all company directors to complete their company’s confirmation statements in full and on time. Although there is no fine for late filing, failure to file on time is a criminal offence and directors can be personally fined for non-compliance. Companies House may also seek to remove your company from its register for non-compliance.

Your confirmation declaration must contain the following information:

  1. Head office address
  2. Shareholders
  3. Business sector (as expressed in Standard Industrial
  4. Classification (SIC) codes)
  5. Amount of issued share capital
  6. Shareholder(s)
  7. Officers within your company who are considered to be a
  8. Person exercising significant control (PSC)

All limited liability companies are required to declare their PSC(s). A PSC is a person who owns more than 25% of the shares or voting rights in your company. A PSC can also appoint or remove the majority of directors on the board of directors. Alternatively, a PSC may simply exercise “significant influence or control”, according to HMRC.

For further information, click here.

  • Annual return :

An annual declaration is a document that all registered companies must provide, showing an overview of important (non-financial) information on the internal structure of the company.

All companies registered with Companies House are displayed in the public records and the purpose of the annual report is to confirm the relevant details of the company, i.e. the names, addresses and contact details of directors, secretaries and shareholders.

If you are the director or secretary of a registered company, it is your legal responsibility to ensure that the annual declaration is properly completed and filed.

Your annual declaration will include the following information:

  1. Company name
  2. Registered address (head office)
  3. SAIL address (this stands for “Single Alternative Inspection Location” – if your records are not kept at your registered address, you will need to provide details of the alternative location)
  4. Contact details of company officers
  5. Contact details of company secretary, if any

If your company owns shares, you’ll also need to provide a “declaration of capital”, which gives details of the shares, as well as the contact details of any shareholders.

Your annual return – as the name suggests – must be filed annually with Companies House. Every 12 months is the minimum requirement. However, you can return your information as many times as you like during the year. This is particularly useful for finding out if you need to make any changes to your company information that might affect the deadline. Rather than delaying your return, you can file your most recent information and, after any changes, you can then file a new return that will update Companies House with the most accurate and up-to-date information.

Regarding deadlines, your first return must be received by Companies House within 28 days of the anniversary date of your company’s formation. All subsequent returns must be filed within 28 days of the date on which the last return was completed.

For further information, click here.

  • Corporation tax statement (CT600) :

Businesses must file their tax returns within one year of the end of the accounting period; the return must include a self-assessment of tax liability, eliminating the need for HMRC assessment (although HMRC retains assessment powers in certain cases where it is not satisfied with the return or where the business fails to make a return).

The UK tax system can impose numerous penalties for non-compliance with the self-assessment system. These include penalties for late filing of returns, failure to keep proper records, submission of an incorrect return, commission of errors in certain documents sent to HMRC, unreasonable failure to report errors in assessments by HMRC, and failure to respond to a formal notification of information requested. from the tax authorities within the time allowed.

For further information, click here.

  • VAT registration :

You must register for VAT as soon as your business exceeds £85,000 in sales, or if you expect to exceed this level of income in the current financial year of your business.

Once you are registered for VAT, you must charge 20% on top of all the goods and services you supply to consumers and other businesses. Not all products are subject to 20% VAT: some products and services are subject to a 5% rate, while others attract a zero rate.

When you make a sale, you need to set aside the VAT element in your bank account. For example, if you charge £100 for a good or service and an additional £20 (20%) VAT, this is the “output” VAT you have collected for HMRC.

Every time you buy something from a supplier who charges you VAT, the VAT portion of your supplier’s invoice is your VAT input.) At the end of your VAT period (normally every quarter), you add up all the output VAT you’ve charged, then subtract all the input VAT you’ve paid. You then pay HMRC the difference, or they pay you the difference.

You must pay any VAT due one month and seven days after the end of a VAT period. So, for example, if your VAT quarter ends on January 31, you must submit your VAT return and pay your VAT invoice by March 7.

If you have any questions, please contact your accountant or the accountant we work with.

For further information, click here.

For further information, click here.

  • VAT declaration :

You generally need to send a VAT return to HMRC every 3 months. This is called your “accounting period.”

If you are registered for VAT, you must submit a VAT return even if you have no VAT to pay or recover.

The deadline for filing your declaration online is generally one month and 7 days after the end of an accounting year. This is also the deadline for paying HMRC. You must allow time for the payment to reach HMRC’s account.

If you miss the deadline for submitting your return, HMRC will send you a ‘VAT Notice’ telling you how much VAT they think you owe.

You may have to pay a surcharge or penalty if you file your return after the due date or if you pay it late.

The amount you owe will be calculated differently depending on the accounting period it corresponds to.

For each VAT return sent late, you will receive one penalty point. This includes void returns (where you have nothing to declare).

Once you reach your penalty point threshold, you will receive a £200 penalty. The threshold is set by your accounting period (whether you pay monthly, quarterly or annually).

You will receive an additional penalty of £200 for each subsequent late submission while you are at the threshold.

For further information, click here.

  • Dormant companies

As per Her Majesty’s Revenue and Customs (HMRC) guidelines, a company is classified as dormant under the following circumstances:

– It has ceased trading and generates no other income, such as from investments.
– It is a newly incorporated limited company that has not commenced trading.
– It is an unincorporated association or club with a Corporation Tax liability of less than £100.
– It is a flat management company.

Trading activities encompass buying, selling, renting property, advertising, employing individuals, or earning interest. In such cases, it’s necessary to notify HMRC of your company’s dormant status.

Despite being dormant, HMRC might still require you to submit your Company Tax Return.

Furthermore, if your company is registered for VAT and you have no intention of trading again, you must deregister for VAT within 30 days of dormancy. However, if you plan to resume trading, you should submit ‘nil’ (empty) VAT returns during the dormant period.

If your company employs individuals and you do not intend to resume trading within the current tax year, it’s advisable to close your PAYE scheme.

For further information, click here

For further information, click here.

Additionally, concerning Companies House requirements:
– Even if your limited company is dormant for Corporation Tax or according to Companies House, you must still submit your confirmation statement and annual accounts.
– Companies House considers a company dormant if it has had no ‘significant’ transactions in the financial year. Notable transactions exclude filing fees, penalties for late filing, or share capital payments upon incorporation.
– There is no need to notify Companies House when resuming trading. Your next set of accounts, which are not classified as dormant, will indicate the company’s active status.

For further information, click here. 


US Companies’ Duties

Last modified – 05/02/2024

  • Registered office address service/ registered agent : 

Your LLC must have a valid and legal mailing address.

States do not allow LLCs to register with a mailbox. These types of business entities must also designate a registered agent (a person available during business hours to accept legal and government documents), and registered agents must also have a legal and valid mailing address.

  • Annual return :

Annual reports for U.S. LLCs are required in some states to remain in good standing and operate legally. Annual reports list basic legal information, as well as member information and activities for the previous year.

Filing fees and annual report due dates vary by state.

If you fail to file your annual report on time, the state may impose penalties and/or dissolve your LLC.

Irish Companies’ Duties

Last modified – 04/04/2024

  • RBO registration :

All relevant entities are required to submit data to the Central Register of Beneficial Ownership (“the RBO”), except for companies listed on a regulated market.

A newly established entity has a period of 5 months from its incorporation to register its beneficial ownership with the RBO.

If a relevant entity fails to file a record with the RBO, it may be liable for an offense and, upon summary conviction, subject to a Class A fine of up to €5,000. In the case of conviction on indictment, a fine of up to €500,000 may be imposed.

For more information, click here.

For more information, click here.

  • VAT registration :

Before applying for a VAT number, it is crucial to determine whether your business requires one. VAT registration is generally not necessary to start a new business in Ireland, except under specific conditions. Your business must meet certain criteria before applying VAT to your products or services.

Keep in mind that sole traders and limited companies may be eligible for VAT registration. If you decide that your business needs to register for VAT, we recommend consulting with an accountant, as VAT registration can add administrative work to your business.

To apply for a VAT number in Ireland, you typically need to provide the following:

  1. Proof of necessity.
  2. Business activity in Ireland.
  3. Invoices from Irish suppliers and customers.
  4. Information about the residence of directors.
  5. Physical office address.
  6. Supporting documents may include contracts, business plans, bank statements, and other relevant records.

For more information, click here.

  • First annual account (6 months) :

The first annual return of a LTD (Limited Company) in Ireland must be prepared within 6 months after the date of incorporation, without attaching financial statements.

For example, a company incorporated on February 10, 2023, must file its first annual return (without financial statements) by August 10, 2023.

For more information, click here.

  • Annual return :

A company’s annual return date is the last date by which an annual return must be prepared. The annual return must be filed with the CRO within 56 days from the date it is made up to.

For example, a company incorporated on February 10, 2023, must file its first annual return (without financial statements) by August 10, 2023. Upon filing this return, its next annual return date becomes August 10, 2024.

For more information, click here.

  • CT1

A company must file its return and pay any tax due nine months after the end of the accounting period. The company must make this payment on or before the 23rd of the ninth month. Companies that fail to pay and file electronically must submit their return and pay any associated tax. These companies must pay this tax on or before the 21st of the month.

Interest is due at a daily rate of 0.0219% on late payments or payments that are not made in full. The interest is calculated by multiplying together the:

  1. amount of tax a company has underpaid
  2. number of days the tax is late
  3. interest rate.

You cannot appeal an interest charge to the Tax Appeals Commission. Once interest has been charged you must pay the full amount outstanding, it cannot be reduced.

If the company sends the return after the deadline they will also have to pay a surcharge of:

5% of the tax due up to a maximum of €12,695 if filed within two months of the filing date or 10% of the tax due up to a maximum of €63,485 if filed more than two months after the filing date.

If the company sends the return after the deadline there will be restrictions on certain reliefs claimed. The restrictions will apply by reference to length of the delay in filling on claims for:

  1. excess capital allowance
  2. loss relief
  3. group relief.

For more information, click here.