2. Incorporating a Company

Question 1

What are the two ways a company can be incorporated?

Answer 1

(1) Incorporating a company from scratch
(2) Acquiring a company that has already been incorporated but not traded (‘shelf company’)

Question 2

What is the name of the people setting up the company?

Answer 2

Promoters

Question 3

What are the 4 items sent to Companies House to register a company?

Answer 3

(1) Application form (IN01)
(2) Memorandum of Association
(3) Articles of Association
(4) Registration Fee

Question 4

What are the 2 ways an application to register a company can be made?

Answer 4

(1) Online
(2) Post

Question 5

(1) If a company needs to be incorporated in a short time span, what service is available?
(2) When must the application submitted by?

Answer 5

(1) Online same-day registration service (higher fee)
(2) By 11am on working day

Question 6

What is the name of the application form that is submitted to Companies House to register a company?

Answer 6

IN01

Question 7

What are the 6 key components of the IN01 form to incorporate a company?

Answer 7

(1) Company name
(2) Nomination of directors and company secretary
(3) Statement of capital
(4) Identify people with significant control (PSC register)
(5) Registered office
(6) Statement of compliance

Question 8

What must the name of a private limited company end with?

Answer 8

Ltd / Limited

Question 9

What must the name of a pulbic limited company end with?

Answer 9

plc / Public limited company

Question 10

What 3 things should be checked by the promoter before the documents are sent to Companies House for registration with regard to the name of the company and why?

Answer 10

(1) Online index of company names

(2) Register of trademarks

(3) Whether any words require approval (e.g. words suggestion a connection with government)

Question 11

A promoter should check the ‘online index of company names’ before incorporating a company. What are the 2 reasons this is done?

Answer 11

(1) Check the company name is available (two registered companies CANNOT have same name)

(2) Reduce risk of ‘passing off’ action in Tort - person pretends to be the company

Question 12

A promoter should check the ‘register of trademarks’ before incorporating a company. What is the reason for this

Answer 12

Avoid a trademark infringement

Question 13

What type of resolution is necessary to change a company’s name?

Answer 13

Special Resolution

Question 14

What 3 items must be filed at Companies House to change the name of a company?

Answer 14

(1) Form NM01
(2) Copy of Special Resolution
(3) Fee

Question 15

Can a company name contain a swear word or refer to an illegal activity?

Answer 15

No

Question 16

What are the 2 types of name a company can have? Are they optional or mandatory?

Answer 16

(1) Company name (i.e. at Companies House) - MANDATORY
(2) Trading / Business name - OPTIONAL

Question 17

What is required for a company to change its Trading / Business name?

Answer 17

Board Resolution

Question 18

What are the 2 key jobs of a company secretary?

Answer 18

(1) Keep records
(2) File documents at Companies House

Question 19

Is a company secretary required for (a) Private company (b) Public company

Answer 19

(a) Private - NO
(b) Public - YES

Question 20

Can a director act as a company secretary?

Answer 20

Yes

Question 21

What are the 2 types of ‘people’ than can be directors?

Answer 21

(1) ‘Natural person’ (i.e. human)
(2) Company

Question 22

What are the minimum number of directors a (1) Private company (2) Public company must have? How many of these must be ‘natural’ people?

Answer 22

(1) Private - 1
(1 natural person)

(2) Public - 2
(1 natural person)

Question 23

For a natural person, acting as a director. How old must they be?

Answer 23

16

Question 24

What are the maximum number of directors a company can have? What is the exception to this?

Answer 24

GENERAL RULE - no maximum
Exception - Articles set a limit

Question 25

What is the requirement for a company with regard to its office address in the UK?

Answer 25

Must have a registered office (i.e. physical address) in the UK

Question 26

What type of resolution is needed to change a company's registered office address?

Answer 26

Board Resolution

Question 27

What 3 items must be filed at Companies House for a company to change it's registered office address?

Answer 27

(1) Form AD01 (2) Copy of Board Resolution (3) Fee

Question 28

What 3 items does the 'Statement of Capital show'?

Answer 28

(1) Initial share capital (2) Rights attached to different classes of shares (3) Initial shareholding

Question 29

What 2 things are shown by the 'Initial share capital' in the Statement of Capital?

Answer 29

(1) Number of shares of each type (2) Nominal value (of the shares)

Question 30

What are the 2 examples of 'rights attached to different classes of shares' in the Statement of Capital?

Answer 30

(1) Voting rights (2) Dividends

Question 31

What are the 3 details that need to be shown on the 'Initial shareholding' in the Statement of Capital?

Answer 31

(1) Name and addresses of shareholders (2) Details of their individual shareholdings (3) Any amount unpaid their shares

Question 32

What is the minimum number of shareholders a company limited by shares must have to be incorporated?

Answer 32

MIN - 1 shareholder

Question 33

What are the 4 ways to identify 'people with significant control'?

Answer 33

(1) Hold > 25% of shares (2) Hold > 25% of voting rights (3) Right appoint OR remove a majority (>50%) of board (4) Influence / control a company through other means (directly / indirectly)

Question 34

Where do the details of any 'people with significant control' enter into?

Answer 34

PSC Register

Question 35

What does a 'Statement of Compliance' mean?

Answer 35

Confirms requirements of the CA been complied with

Question 36

After what date, will a company incorporated after be governed by the CA 2006 not the CA 1985

Answer 36

1 October 2009

Question 37

What is a 'Memorandum of Association'?

Answer 37

Statement of intention of the subscriber(s) to form a company and become shareholders, taking one share each

Question 38

Will a company incorporated (a) Before 1 Oct 2009 (b) After 1 Oct 2009 - require a 'Memorandum of Incorporation' to be sent to Companies House?

Answer 38

(a) CA 1985 - YES (b) CA 1006 - NO

Question 39

What is the 'Articles of Association'?

Answer 39

Contract between: (1) Shareholder & Company AND (2) Shareholder & other Shareholders

Question 40

What are the 3 types of 'Articles of Association' a company can have?

Answer 40

(1) Unamended Model Articles (2) Amended Model Articles (3) Bespoke Articles

Question 41

Is it a company required to submit the 'Articles of Association' to Companies House to incorporate the company IF they: (a) Want to use the unamended Model Articles (b) Do NOT want to use MA or want to use an amended version

Answer 41

(a) No (b) Yes

Question 42

What type of Resolution is needed to amend the 'Articles of Association'?

Answer 42

Special Resolution

Question 43

What 2 items must be filed at Companies House to amend the 'Articles of Association'?

Answer 43

(1) Copy of Special Resolution (within 15 days) (2) Fee

Question 44

When must an amendment to the 'Articles of Association' by Special Resolution be registered at Companies House?

Answer 44

Within 15 days

Question 45

If a company is successfully incorporated, what will Companies House issue to the company?

Answer 45

Certificate of Incorporation

Question 46

What are 3 key details that will be included on the 'Certificate of Incorporation'?

Answer 46

(1) Company Name (2) Company Number (3) Date of Incorporation

Question 47

Can a company enter into contracts before the 'Certificate of Incorporation' is issued?

Answer 47

No

Question 48

(1) What are the 2 main post-registration a company should take after the 'Certificate of Incorporation' has been issued?

Answer 48

(1) Register with HMRC (for tax purposes) (2) Fix an 'accounting reference date' (at first board meeting)

Question 49

What is an 'accounting reference date'?

Answer 49

The date up to which it must prepare its annual accounts

Question 50

Assuming the company does not set an alternative 'accounting reference date', when will this be?

Answer 50

Last day of the month in which company incorporated? (e.g. incorporated 12th March - 31st March)