Business Law Flashcards
Forming a company
How is a company formed?
An applicant must complete Companies House form IN01 and submit it with the memorandum of association and applicable fee.
Articles of association may also need to be sent.
Forming a company
IN01 form must include:
- company name (not the trading name)
- registered office
- company’s directors (name, dob, service address)
- statement of capital
Also:
* company secretary (if applicable) with name, dob, service address
* people with significant control (if applicable)
IN01 form
What appears on the statement of capital?
- the number of shares of each type
- their nominal value
- shareholders names, address, details of shareholdings
Forming a company
What is the company’s constitution?
- the company’s memorandum of association and articles of association (’articles’),
- the certificate of incorporation,
- current statement of capital,
- copies of any court orders and legislation altering the company’s constitution,
- shareholders’ resolutions affecting the constitution and certain agreements involving shareholders
The certificate of incorporation must state …
- the name and registered number of the company
- the date of its incorporation
- whether it is a limited or unlimited company and, if it is limited, whether it is limited by shares or by guarantee
- whether it is a private or public company
- whether the company’s registered office is situated in England and Wales (or in Wales), in Scotland or in Northern Ireland.
What is the purpose of the certificate of incorporation?
The certificate proves that the company officially exists as a separate legal person.
Forming a company
What is the memorandum of association?
A statement that the subscribers wish to form a company and agree to become a shareholder and take at least one share each.
- The memorandum must be signed by the subscribers.
- The memorandum must be in the form set out in the Companies Regulations 2008.
- A copy of the correct memorandum appears on the Companies House website.
