Business Cheat Sheet
1. Company Formation & Registration (Form IN01)
The incorporation process officially begins when Companies House issues the Certificate of
Incorporation, which serves as conclusive evidence of the company's existence.
Decision Category Requirements & Rules
Company Name Must end in Ltd/Limited (Private) or PLC (Public). Cannot be
"same as" existing names. Max 160 characters.
Registered Office Must be a physical address (not a PO Box) in the jurisdiction of
incorporation.
Directors Private: Min 1 natural person. Public: Min 2 directors. Must be
16+ years old.
PSC (Persons with Must identify those with >25% shares, >25% voting rights, or
Significant Control) right to appoint/remove majority of board.
Statement of Capital Must list total shares, nominal value (face value), and
"Prescribed Particulars" (rights to dividends, voting, and
redemption).
Constitution Includes Memorandum (intent to form) and Articles (the
rulebook). Model Articles apply by default unless changed.
PLC Capital Minimum £50,000 share capital; 25% of nominal value and
100% of premium must be paid up.
2. Resolution & Authority Matrix
Authority is split between the board (management) and shareholders (ownership).
Decisions made without correct authorization may be voidable.
Decision Authority Statutory Rule / Detail
Required
Day-to-day management Board Resolution Simple majority at a Board Meeting
(BR) (BM) (MA 3, 7).
Appointing/Removing Board Resolution Private companies can choose not to
Secretary (BR) have one.
Allotting Shares (Private, 1 Board Resolution s 550 CA 2006; automatic unless
class) (BR) restricted by articles.
Removing a Director Ordinary s 168 CA 2006. Requires Special Notice
Resolution (OR) (28 clear days).
Substantial Property Ordinary s 190 CA 2006. Non-cash asset >£100k
Transaction Resolution (OR) or >£5k and 10% Net Assets.
Director Service Contract > Ordinary s 188 CA 2006. Term void if not
2 years Resolution (OR) approved.
Loan to a Director Ordinary s 197 CA 2006. Memo must be
Resolution (OR) available for 15 days prior.
Authorizing Share Buyback Ordinary Shareholder being bought back cannot
, Resolution (OR) vote determinatively.
Ratifying a Director's Ordinary s 239 CA 2006. Director and connected
Breach Resolution (OR) persons cannot vote.
Changing Company Name Special 75% majority of votes cast.
Resolution (SR)
Amending Articles Special s 21 CA 2006. Must file with CH within
Resolution (SR) 15 days.
Disapplying Pre-emption Special s 561 CA 2006. Required if allotting to a
Rights Resolution (SR) specific person.
Buyback out of Capital SR + OR Requires Statutory Declaration of
(Private) Solvency and Auditor report.
3. Taxation: The 5-Step Income Tax Mechanism
Income tax is paid by individuals, partners, and trustees on income aggregated from all
sources.
Step Action Description / Rules
Step Total Income Sum all sources: Trading (NSNDI), Savings, and Dividends.
1
Step Allowable Deduct specific reliefs (e.g., interest on qualifying loans to
2 Reliefs invest in a partnership).
Step Personal Deduct £12,570 (2025/26). Reduced by £1 for every £2 over
3 Allowance £100,000 Net Income.
Step Tax Slices Taxed in order: 1. NSNDI, 2. Savings, 3. Dividends.
4
Step Total Liability Sum the tax from each slice and subtract any tax already paid
5 at source (PAYE).
Tax Rates & Allowances (2025/26)
Band / Type NSNDI Rate Savings Rate Dividend
Rate
Personal Allowance 0% (up to 0% 0%
£12,570)
Allowances (Nil Rate) N/A PSA: £1k (Basic), £500 DA: £500
(Higher) (All)
Basic (£0 – £37,700) 20% 20% 8.75%
Higher (£37,701 – 40% 40% 33.75%
£125,140)
Additional (Over 45% 45% 39.35%
£125,140)
4. Capital Gains Tax (CGT) & Business Reliefs
1. Company Formation & Registration (Form IN01)
The incorporation process officially begins when Companies House issues the Certificate of
Incorporation, which serves as conclusive evidence of the company's existence.
Decision Category Requirements & Rules
Company Name Must end in Ltd/Limited (Private) or PLC (Public). Cannot be
"same as" existing names. Max 160 characters.
Registered Office Must be a physical address (not a PO Box) in the jurisdiction of
incorporation.
Directors Private: Min 1 natural person. Public: Min 2 directors. Must be
16+ years old.
PSC (Persons with Must identify those with >25% shares, >25% voting rights, or
Significant Control) right to appoint/remove majority of board.
Statement of Capital Must list total shares, nominal value (face value), and
"Prescribed Particulars" (rights to dividends, voting, and
redemption).
Constitution Includes Memorandum (intent to form) and Articles (the
rulebook). Model Articles apply by default unless changed.
PLC Capital Minimum £50,000 share capital; 25% of nominal value and
100% of premium must be paid up.
2. Resolution & Authority Matrix
Authority is split between the board (management) and shareholders (ownership).
Decisions made without correct authorization may be voidable.
Decision Authority Statutory Rule / Detail
Required
Day-to-day management Board Resolution Simple majority at a Board Meeting
(BR) (BM) (MA 3, 7).
Appointing/Removing Board Resolution Private companies can choose not to
Secretary (BR) have one.
Allotting Shares (Private, 1 Board Resolution s 550 CA 2006; automatic unless
class) (BR) restricted by articles.
Removing a Director Ordinary s 168 CA 2006. Requires Special Notice
Resolution (OR) (28 clear days).
Substantial Property Ordinary s 190 CA 2006. Non-cash asset >£100k
Transaction Resolution (OR) or >£5k and 10% Net Assets.
Director Service Contract > Ordinary s 188 CA 2006. Term void if not
2 years Resolution (OR) approved.
Loan to a Director Ordinary s 197 CA 2006. Memo must be
Resolution (OR) available for 15 days prior.
Authorizing Share Buyback Ordinary Shareholder being bought back cannot
, Resolution (OR) vote determinatively.
Ratifying a Director's Ordinary s 239 CA 2006. Director and connected
Breach Resolution (OR) persons cannot vote.
Changing Company Name Special 75% majority of votes cast.
Resolution (SR)
Amending Articles Special s 21 CA 2006. Must file with CH within
Resolution (SR) 15 days.
Disapplying Pre-emption Special s 561 CA 2006. Required if allotting to a
Rights Resolution (SR) specific person.
Buyback out of Capital SR + OR Requires Statutory Declaration of
(Private) Solvency and Auditor report.
3. Taxation: The 5-Step Income Tax Mechanism
Income tax is paid by individuals, partners, and trustees on income aggregated from all
sources.
Step Action Description / Rules
Step Total Income Sum all sources: Trading (NSNDI), Savings, and Dividends.
1
Step Allowable Deduct specific reliefs (e.g., interest on qualifying loans to
2 Reliefs invest in a partnership).
Step Personal Deduct £12,570 (2025/26). Reduced by £1 for every £2 over
3 Allowance £100,000 Net Income.
Step Tax Slices Taxed in order: 1. NSNDI, 2. Savings, 3. Dividends.
4
Step Total Liability Sum the tax from each slice and subtract any tax already paid
5 at source (PAYE).
Tax Rates & Allowances (2025/26)
Band / Type NSNDI Rate Savings Rate Dividend
Rate
Personal Allowance 0% (up to 0% 0%
£12,570)
Allowances (Nil Rate) N/A PSA: £1k (Basic), £500 DA: £500
(Higher) (All)
Basic (£0 – £37,700) 20% 20% 8.75%
Higher (£37,701 – 40% 40% 33.75%
£125,140)
Additional (Over 45% 45% 39.35%
£125,140)
4. Capital Gains Tax (CGT) & Business Reliefs
