Company Incorporation Flashcards
Registered office requirement
Must have one at all times / communications & legal notices & docs addressed / registar can contact company
Requirement of jurisdictions to display address on all company correspondence & stationery issued
CA06 requires certain registers to be held & kept available for inspection / min books & stat docs also / notify registar of different addresses for holding records
Notify registar of change of address within 28 days / stuck off consequences
Outline documentation held at registered office
CoI Common Seal M&As Minute books Registers (RoD, RoM, RoS) Register of charges Register of sealing
Outline the use of common seal of the company
CA06 states company may have common seal but not required
If so, required to have name engraved in legible characters on the seal
Used offshore in cases where entering business dealing with other jurisdiction which require one
Modern articles only use on authority of directors
Company seal affixed to doc require signed by authorised person, witness attest signature
Sealing registers
-maintain register of docs sealed
Outline company incorporation procedures
Company formed under CA06 by one or more persons subscribing name to memorandum & comply with requirements of registration
Process
- check availability & acceptability of proposed name
- deliver application form (IN01 includes name, directors, sec, shares, RO & activity)
- registration of memorandum
- copy of articles
- statement of compliance
- relevant fee (£20)
Documentation deemed acceptable registar will proceed to incorporate company & issue CoI (evidence it’s duly registered)
Outline methods of incorporation.
Fast Track
-companies house provide same day incorp for higher free than ordinary
-JSY provide ‘2 hour’ incorp service/ GSY offer 15min service where company purpose is simple asset holding & standard M&As adopted
Shelf companies
- SP offer BVI
- company already incorporated by SP / instantly available / when approached provider reigns as director in favour of person requesting it & transfers shares
Reserved Companies
-JSY allow creation / SP incorporates it & registar is advised the company will be transferred to client within 6 months
-at that point must advise registry of identity of BO
Outline steps involved ensuring desired company name available
Availability of desired name should be checked against register of names held before applying to incorp
Refuse name if;
- existing company / too similar
- offensive
- association to crown
- use of name would be criminal offence
*In U.K, Secretary of State designed certain words as ‘sensitive’ / require consent to use
Registar appointed by Secretary of State for business, innovation, skills & performs all requirements of CA06 / Companies House
Not possible to reserve name prior incorp / most offshore allow for a max period / some charge fee if exceed max reservation period
Outline contents of company’s memorandum
Short doc evidenced subscribes intent to form company under CA06 & agree to be 1st members
Companies with share capital - records agreement to hold at least 1 share
Likely to contain;
- company name
- location of RO
- objects of company
- statement of members limited liability
- statement of company public or private
- amount authorised share capital & statement it’s divided into shares of stated amount
Outline memorandum objects clause
Prior CA06 all companies required to have objects / limited to act within them
Clause restricts activities of company to those contained in memorandum
Ultra vires doctrine (outside company powers) meant activity of company void if undertook activity not included in clause
Application now abolished as capacity of company not restricted by anything in M&As
CA06 provides company’s objects unrestricted unless articles specify
Outline contents of articles of association
Internal regulations of company law / concerned how it’s should be managed
Contained in single document / divided into paragraphs numbered
Constitute a contract between members & company
Can adopt own articles (regulator accepts) or adopt modern articles
Outline contents of modern articles
Created by CA06 (separate sets available for public, private, limited by shares of Guarantee)
Adopted entirely, partly or excluded
Offshore adopt own ‘standard table’ articles
Clauses CA06;
- shares
- appointment of directors
- decision making by directors
- directors powers & responsibility
- A statement of members liability
- directors indemnity of insurance
- capitalisation of profits / distributions
- organisation & voting at GM
Outline info required to apply to registar to form company
Proposed name
RO address
Public or private
Liability of members (limited by shares of guarantee)
Names & particulars of directors / sec
Details of articles / extent modern articles adopted
Details of shares
Details of subscribers
Outline the statement of compliance & trading certificate
Statement of compliance
-confirm requirements of CA06 been complied with / accompany application form for incorp
Trading Cert
-PLC, application for trading certificate from registar before commences business
-registar issue if satisfied nominal value of company’s allotted share capital isn’t less than minimum share capital requirements
Outline post incorporation procedures
Upon incorp directors of company will;
- hold inaugural meeting
- issue share cert
- update registers
Offshore company administrators will;
- prepare DoT / respect of nominee shareholder
- prep share cert
- prep acceptance letter for signature by director & secretary accepting position
Post Incorp - CoI
Upon receipt of necessary docs, the registar will accept & issue certificate of incorporation
Includes;
- name
- registered number
- date or incorp
- whether company is limited (shares of guarantee) & unlimited
- whether company is public or private
- whether RO is situated Eng, Wales, Scotland or Northern Ireland
Must be signed by registar / office seal
Once signed its conclusive evidence company is duly registered
Outline contents of the RoM
CA06 states every company must maintain register of members
Contain;
- name
- address (RO)
- date member was registered
- date member ceases
- shares held by each member / distinguish by number & class / nominal or paid up
Joint holders are named individually on register / otherwise regarded as single members
Inspection available at RO or other location / notify registar
Open at all times/ free for members / main use for nominee shareholding
