Filing Requirements Incorporation Flashcards
What must be delivered to Companies House to incorporate a new company from scratch?
- A copy of the company’s memorandum
- Articles (if the company does not use Model Articles)
- The fee
- Application form (Form IN01)
ECCTA requirement for appropriate address and statement of lawful purposes
When does a company incorporated from scratch become a legal entity?
From the date on which the certificate of incorporation is issued from Companies House
Does a company need to file unamended Model Articles at Companies House?
No - if the company is using model articles, do not file at companies house (incorporation from scratch)
What is the main advantage for incorporation by converting a shelf company?
Time - the shelf company is ready to trade and enter into contracts immediately
What are the main changes a client will have to make converting a shelf company?
- Name - change by special resolution
- Registered Office
- Articles - if amended
- Members, directors, company secretary
What does a company need to file when it changes its name?
Company can change its name by special resolution
- Form NM01 is filed at Companies House, with the special resolution passed to change the name and the fee
- Resolution to change the name must be passed before the end of 28 days beginning on circulation date
What are the filing requirements if a company changes its Articles?
A company may alter its articles by special resolution
- Amended articles and SR need to be filed at Companies House
When does a new shareholder become a member?
Once they are entered on the register of members
How can new directors be appointed?
MA 17 provides that directors can be appointed and removed by ordinary resolution of the shareholder or board resolution (decision of directors - simple majority)
When does a new company name become effective?
From the date on which the new certificate of incorporation on change of name is issued by Registrar of Companies
What is the impact of ECCTA legislation on the choice of a company name?
The name must comply with ECCTA requirements:
Measures which prevent misuse or abuse of registered company names
E.g.,
- not offensive
- no suggestion with foreign government
Registrar can direct change of name if it breaches the conditions
What is liable under a pre-incorporation contract?
Until the issue of the certificate of incorporation by Registrar of Companies, a company has no legal personality and no capacity to enter into contracts.
Contracts before this time are enforceable as personal contracts against the persons purporting to act on the company’s behalf
Person signing the purported agreement = personally liable
What are the timings for incorporation from scratch on the same-day at Companies House?
Can incorporate on the same-day if filed before 3pm Monday - Friday
Can a shelf-company which is being converted still enter into contracts before necessary changes to it have been made?
The change of name of the shelf-company is not effective until Companies House approves it, but the company can still enter into contracts before approval as the company has its own unique company number
If client needs to a contract signed immediately - this method of incorporation may be more appropriate for this reason
What are the filing requirements for an LLP?
Formation of an LLP
- Registration at Companies House (Form LL IN01) and fee
- Certificate of Incorporation
Continuing Registration Regime
- Once registered, LLPs are obliged to continue to file information with Companies House
What are the post incorporation steps?
The company should hold a board meeting to do the following as necessary
- elect a chair of the board
- report on incorporation of the company
- choose company bank account
- choose accounting reference date - file AA01 at Companies House to change the date
- select an auditor
- approve company records
- VAT registration if necessary
- enter into insurance arrangements
- choose company seal
When must special resolutions be filed at Companies House?
Within 15 days
How do you set up an LLP?
File an LL IN01 form which contains
- the name
- PSC details
- registered office address
- names and addresses of the two members (if only two)
- names of two designated members
- statement that incorporation requirements have been complied with
- fee
Companies House will issue a certificate of registration
- There must be at least two members to form an LLP and at least two designated members
- LLP must submit annual accounts to Companies House and an annual confirmation statement and keep accounting records
- A member of an LLP binds the LLP unless acting without authority and the counterparty knows it
What must be filed at Companies House when forming a new company (single best answer)?
Form IN01 - form of incorporation
The memorandum is needed - but it is now included with the form of incorporation and on its own it is not sufficient to file to start up a company
What documents need to be filed at Companies House following amendments to the Articles?
- All special resolutions must be filed
- Copies of any amended articles
Following adoption of New Articles: file the shareholders’ resolution to adopt the new articles and the New Articles
What best describes the decision or decisions which must be taken in order for a client to acquire control and ownership of the shelf company?
Transfer of subscriber shares to the client and appointment of client as director of the company
- Client may wish to make changes to registered officer / name, etc, however they need control and ownership first
