2. Incorporating a Company Flashcards
What are the two ways a company can be incorporated?
(1) Incorporating a company from scratch
(2) Acquiring a company that has already been incorporated but not traded (‘shelf company’)
What is the name of the people setting up the company?
Promoters
What are the 4 items sent to Companies House to register a company?
(1) Application form (IN01)
(2) Memorandum of Association
(3) Articles of Association
(4) Registration Fee
What are the 2 ways an application to register a company can be made?
(1) Online
(2) Post
(1) If a company needs to be incorporated in a short time span, what service is available?
(2) When must the application submitted by?
(1) Online same-day registration service (higher fee)
(2) By 11am on working day
What is the name of the application form that is submitted to Companies House to register a company?
IN01
What are the 6 key components of the IN01 form to incorporate a company?
(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
What must the name of a private limited company end with?
Ltd / Limited
What must the name of a pulbic limited company end with?
plc / Public limited company
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?
(1) Online index of company names
(2) Register of trademarks
(3) Whether any words require approval (e.g. words suggestion a connection with government)
A promoter should check the ‘online index of company names’ before incorporating a company. What are the 2 reasons this is done?
(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
A promoter should check the ‘register of trademarks’ before incorporating a company. What is the reason for this
Avoid a trademark infringement
What type of resolution is necessary to change a company’s name?
Special Resolution
What 3 items must be filed at Companies House to change the name of a company?
(1) Form NM01
(2) Copy of Special Resolution
(3) Fee
Can a company name contain a swear word or refer to an illegal activity?
No
What are the 2 types of name a company can have? Are they optional or mandatory?
(1) Company name (i.e. at Companies House) - MANDATORY
(2) Trading / Business name - OPTIONAL
What is required for a company to change its Trading / Business name?
Board Resolution
What are the 2 key jobs of a company secretary?
(1) Keep records
(2) File documents at Companies House
Is a company secretary required for (a) Private company (b) Public company
(a) Private - NO
(b) Public - YES
Can a director act as a company secretary?
Yes
What are the 2 types of ‘people’ than can be directors?
(1) ‘Natural person’ (i.e. human)
(2) Company
What are the minimum number of directors a (1) Private company (2) Public company must have? How many of these must be ‘natural’ people?
(1) Private - 1
(1 natural person)
(2) Public - 2
(1 natural person)
For a natural person, acting as a director. How old must they be?
16
What are the maximum number of directors a company can have? What is the exception to this?
GENERAL RULE - no maximum
Exception - Articles set a limit
What is the requirement for a company with regard to its office address in the UK?
Must have a registered office (i.e. physical address) in the UK
What type of resolution is needed to change a company’s registered office address?
Board Resolution
What 3 items must be filed at Companies House for a company to change it’s registered office address?
(1) Form AD01
(2) Copy of Board Resolution
(3) Fee
What 3 items does the ‘Statement of Capital show’?
(1) Initial share capital
(2) Rights attached to different classes of shares
(3) Initial shareholding
What 2 things are shown by the ‘Initial share capital’ in the Statement of Capital?
(1) Number of shares of each type
(2) Nominal value (of the shares)
What are the 2 examples of ‘rights attached to different classes of shares’ in the Statement of Capital?
(1) Voting rights
(2) Dividends
What are the 3 details that need to be shown on the ‘Initial shareholding’ in the Statement of Capital?
(1) Name and addresses of shareholders
(2) Details of their individual shareholdings
(3) Any amount unpaid their shares
What is the minimum number of shareholders a company limited by shares must have to be incorporated?
MIN - 1 shareholder
What are the 4 ways to identify ‘people with significant control’?
(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)
Where do the details of any ‘people with significant control’ enter into?
PSC Register
What does a ‘Statement of Compliance’ mean?
Confirms requirements of the CA been complied with
After what date, will a company incorporated after be governed by the CA 2006 not the CA 1985
1 October 2009
What is a ‘Memorandum of Association’?
Statement of intention of the subscriber(s) to form a company and become shareholders, taking one share each
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?
(a) CA 1985 - YES
(b) CA 1006 - NO
What is the ‘Articles of Association’?
Contract between:
(1) Shareholder & Company AND
(2) Shareholder & other Shareholders
What are the 3 types of ‘Articles of Association’ a company can have?
(1) Unamended Model Articles
(2) Amended Model Articles
(3) Bespoke Articles
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
(a) No
(b) Yes
What type of Resolution is needed to amend the ‘Articles of Association’?
Special Resolution
What 2 items must be filed at Companies House to amend the ‘Articles of Association’?
(1) Copy of Special Resolution (within 15 days)
(2) Fee
When must an amendment to the ‘Articles of Association’ by Special Resolution be registered at Companies House?
Within 15 days
If a company is successfully incorporated, what will Companies House issue to the company?
Certificate of Incorporation
What are 3 key details that will be included on the ‘Certificate of Incorporation’?
(1) Company Name
(2) Company Number
(3) Date of Incorporation
Can a company enter into contracts before the ‘Certificate of Incorporation’ is issued?
No
(1) What are the 2 main post-registration a company should take after the ‘Certificate of Incorporation’ has been issued?
(1) Register with HMRC (for tax purposes)
(2) Fix an ‘accounting reference date’ (at first board meeting)
What is an ‘accounting reference date’?
The date up to which it must prepare its annual accounts
Assuming the company does not set an alternative ‘accounting reference date’, when will this be?
Last day of the month in which company incorporated?
(e.g. incorporated 12th March - 31st March)
