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4. incorporating a company Flashcards

1
Q

Can a company enter contracts pre-incorporation?

A

NO (s.16(3))
- company only becomes legal entity from date of incorporation

  • before being a legal entity, it cannot exercise the function of a company
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2
Q

what if a company tries to enter into a contract pre-incorporation?

A

person who signed it = personally liable (s.51) (no agency because principal doesn’t exist)

company (once incorporated) = no consequence (unless novation)

parent company = could possibly argue it was the principal IF apparent authority (i.e. other side thought person was acting on as agent for holding company)

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3
Q

Choosing a name?

A

s.53 onwards - rules for company names

Also:
- IP law (TM and passing off)

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4
Q

how to change name?

A

SR (S.77)
Notice to reg after - s.78

Reg will enter new name on register in place of former name and issue new certificate of incorporation (s.80)

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5
Q

when does new name have effect?

A

from the date new certificate of incorporation is issued (s.81(1))

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6
Q

how do you form a company?

A

s.7
1 or more persons…

  1. subscribing names to memorandum of association
  2. comply with requirements of this act to reg (s.9-13)
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7
Q

what is the memorandum of association?

A

s.8

states members:

  1. wish to form a company
  2. agree to become members of the company (and if share cap, take at least 1 share each)

MUST BE IN PRESCRIBED FORM AND AUTHENTICATED BY EACH SUBSCRIBER

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8
Q

Registration documents

A

s. 9
1. memorandum of association

  1. IN01 (application for registration)
  2. statement of compliance
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9
Q

IN01

A
  • PROPOSED name
  • reg. office address
  • limited liability? shares or guarentee?
  • plc or ltd
  • share cap? statement of cap, initial shareholdings
  • officers
  • articles
  • statement of initial sig. control
  • intended business activities
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10
Q

statement of cap and initial shareholdings

A

must be included in application for registration

states:

  • total number of shares to be taken
  • aggregate nominal value of shares
  • aggregate nominal value unpaid on those shares
  • identify subscribers

each subscriber: - number, nominal value, class of shares, amount paid up and amount unpaid

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11
Q

certificate of incorporation

A
  • name and reg number of company
  • date of incorporation
  • limited or unlimited
  • ltd or plc
  • reg. office
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12
Q

FORMALITIES -

INCORPORATION FROM SCRATCH

A
  • Memorandum of association
  • IN01
  • Fees
  • Statement of intended address

(if on paper - articles of association)

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13
Q

FORMALITIES -

SHELF

A

CHANGE:

  • name
  • members (transfer shares)
  • directors
  • chairman
  • secretary
  • articles
  • reg. address
  • appoint auditors
  • ARD
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14
Q

TIMING -

INCORPORATION FROM SCRATCH

A

ONLINE - within 24hrs (but can only apply during CH opening hours)

Paper - 48 hours or more

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15
Q

TIMING -

SHELF

A

Basically instant + not limited to opening hours of companies house

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16
Q

COST -

INCORPORATION FROM SCRATCH

A

ONLINE = £12

PAPER = £40 (£100 for same day)

17
Q

COST -

SHELF

A

Legal fees for changing details fo the company

Cost of purchasing shelf company (usually nominal)

18
Q

SUITABILITY -

INCORPORATION FROM SCRATCH

A

ONLINE = cheap and easy

PAPER = allows for bespoke articles (if using MA, do it online)

19
Q

SUITABILITY -

SHELF

A

Immediate trading (no need to work around CH opening hours)

20
Q

change of name

A

SR (s.77(1)a)

PMM:

  • NM01 + fee within 14 days
  • File SR
  • name change takes effect when new cert of incorporation is issued
21
Q

appointment of secretaries

A

BR (MA 3, MA5)

PMM:

  • AP03 within 14 days
  • update reg of secretaries
22
Q

Resignation of secretaries

A

BM anyway so directors will consider and accept resignation there

PMM:

  • TM02 within 14 days
  • update reg of secretaries
23
Q

Appointment of new directors

A

BR (or OR) - MA 17(1)a,b

PMM:

  • AP01 within 14 days
  • update reg
24
Q

Resignation of existing directors

A

BM anyway so directors will consider and accept resignation there

PMM:

  • TM01 within 14 days
  • update reg
25
Q

Appointment of new chairperson

A

outgoing director who was chairperson = auto ceases to be chairperson on resignation

new director votes for new chairman

BR (MA 12(1))

26
Q

transfer of subscriber shares

A

BR to approve share transfer (not necessary but they have right to refuse so normal to approve)

BR to enter new member into reg of members

BR to instruct CS to issue new share certificate

PMM:

  • update internal reg of members
  • reg transfer with CH
  • new share cert
  • cancel old share cert
  • update PSC
27
Q

change of reg office

A

BR (s.87(1))

PMM:

  • AD01 as soon as possible
  • change takes effect upon notice BUT until end of 14 days beginning with date of registered, person can serve document at previous address validly
28
Q

Change of accounting reference date

A

BR to instruct CS to complete required form

PMM:
- AA01 ASAP

29
Q

APPOINT auditors

A

BR

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