CHAP 10 Flashcards
Registrar of Companies
Heads Companies House
-To issue certificates of incorporation and new certificates
- To be responsible for the registration and safe custody of documents
- substantial penalties
- To issue certificates of registration of charges (fixed n floating
- strike the company off the register while winding up
- provide the public with facilities for examination of filed documents
The London Gazette
registrar issues public notices relating to companies
Numerous statutory notices, including insolvency notices, are required by law to be published in the relevant editions of The Gazette
Documents Delivered to the Registrar by promoters
as hard copy or electronically
- Memorandum of Association (the statement of intent, signed by the first member(s) of the company)
- Application for registration: proposed name of the company, jurisdiction of its registered office, intended postal address, liability of the members is to be limited, if limited, whether by shares or by guarantee, whether the company is to be public or private
- statement of capital/ guarntee (in case of guarntee) details of company’s shares and the rights attached to them/ guarantee of each member
- An initial statement about persons with significant control, individual’s name, date of birth, nationality, address and details of their interest in the company
-A statement of the proposed officers , directors, cs, - Articles of Association: these set out the company’s “constitution” (internal regulation)
- Statement of compliance : is in compliance with the Companies Act.
- A filing fee. The current fee for a postal application is £40 (£100 for a same-day service). Online applications are usually registered within 24 hours and cost £12.
After submitting docu
Certificate of incorporation is issued.
The certificate shows:
-name of the company;
-its unique registration number; and
-the date of registration.
Public companies
The company must have an issued share capital with a minimum nominal value of £50,000 of which at least 25% is paid up.
Its members’ liability must be limited by shares.
It is subject to much tighter regulation and publicity requirements than a private company.
Re-registration private to public company
special resolution of the members and the articles amended
name of the company must be changed to show the appropriate ending.
company must apply to register the change.
application must be supported by a copy of the resolution and the company’s amended articles.
registrar approves the change a new certificate of incorporation will be issued. The change is effective from the date of the new certificate.
Court proceedings objecting to the resolution
brought within 28 days following the resolution
-at least 50 members; or
-the holders of 5% or more of the issued shares (or any class of issued shares).
An application cannot be brought by anyone who voted for the resolution.
The court has the power to confirm or cancel the resolution and may require that the dissenting minority be bought out.
Between Limited and Unlimited Status
The application to the registrar must include:
- a prescribed form of assent agreed to by (or on behalf of) all the members;
- statutory declaration by the directors that the people who have signed the form constitute all the members.
public company official company register
registered office
private company official company register
can choose to maintain certain information on the Central Register
Promoter pre incorpor contract
Not ratified or formally adopt.
Promoter is persnally liable
Promoter can protect his liability
Including term in the contract that company can be sued
Entering into an agreement of novation
Agreeing with comoany that there is no personal liability of promoter
Postponing finalising contract till company is formed
Buying an off the shelf company so it is ready to contact without waiting for incoirapraion
