Companies Flashcards
What is a limited company (by shares)?
A company where the liability of its members is limited to the amount of their shares. It is a separate legal entity from its members, incorporated at Companies House (CH), and members are not personally liable for the company’s debts beyond their shareholding.
What is a shelf company?
A pre-incorporated company that has not traded and is available for immediate purchase by clients who wish to start business quickly. It is registered at CH and can be used as-is or with modifications.
What are the key formation requirements for a limited company?
1.Memorandum of Association
What are the key formation requirements for a limited company?
2.Application for Registration(includes name, location, business details, share capital, initial shareholding, directors, officers, and PSCs)
What are the key formation requirements for a limited company?
3.Statement of Compliancewith Companies Act 2006.
What are the company name requirements for private and public companies?
-Private Company: Must include “Limited” or “Ltd” in its name.
What are the company name requirements for private and public companies?
-Public Company: Must include “Public Limited” or “PLC” in its name.
What are the company name requirements for private and public companies?
- Name cannot be the same as an existing company name. Some names require approval (e.g., “dentist” requires GDC approval).
What does the Certificate of Incorporation include?
Issued by Companies House (CH) upon registration, it includes a unique company number that never changes.
What is the purpose of the Articles of Association?
They are the contract between the company and its members. They can be based on the Model Articles or customized as Special Articles, which must be filed with CH and are public. Alterations require special resolution (75% approval) or greater for entrenched provisions.
What is a Shareholders’ Agreement?
A private document not filed with CH that includes provisions not covered by the Articles of Association.
What is the extent of a shareholder’s liability in a limited company?
Shareholders are not liable for the company’s debts beyond the unpaid amounts for their shares. This is known as the ‘corporate veil’.
