Filing Requirements Incorporation

Question 1

What must be delivered to Companies House to incorporate a new company from scratch?

Answer 1

• 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

Question 2

When does a company incorporated from scratch become a legal entity?

Answer 2

From the date on which the certificate of incorporation is issued from Companies House

Question 3

Does a company need to file unamended Model Articles at Companies House?

Answer 3

No - if the company is using model articles, do not file at companies house (incorporation from scratch)

Question 4

What is the main advantage for incorporation by converting a shelf company?

Answer 4

Time - the shelf company is ready to trade and enter into contracts immediately

Question 5

What are the main changes a client will have to make converting a shelf company?

Answer 5

• Name - change by special resolution
• Registered Office
• Articles - if amended
• Members, directors, company secretary

Question 6

What does a company need to file when it changes its name?

Answer 6

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

Question 7

What are the filing requirements if a company changes its Articles?

Answer 7

A company may alter its articles by special resolution
- Amended articles and SR need to be filed at Companies House

Question 8

When does a new shareholder become a member?

Answer 8

Once they are entered on the register of members

Question 9

How can new directors be appointed?

Answer 9

MA 17 provides that directors can be appointed and removed by ordinary resolution of the shareholder or board resolution (decision of directors - simple majority)

Question 10

When does a new company name become effective?

Answer 10

From the date on which the new certificate of incorporation on change of name is issued by Registrar of Companies

Question 11

What is the impact of ECCTA legislation on the choice of a company name?

Answer 11

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

Question 12

What is liable under a pre-incorporation contract?

Answer 12

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

Question 13

What are the timings for incorporation from scratch on the same-day at Companies House?

Answer 13

Can incorporate on the same-day if filed before 3pm Monday - Friday

Question 14

Can a shelf-company which is being converted still enter into contracts before necessary changes to it have been made?

Answer 14

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

Question 15

What are the filing requirements for an LLP?

Answer 15

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

Question 16

What are the post incorporation steps?

Answer 16

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

Question 17

When must special resolutions be filed at Companies House?

Answer 17

Within 15 days

Question 18

How do you set up an LLP?

Answer 18

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

Question 19

What must be filed at Companies House when forming a new company (single best answer)?

Answer 19

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

Question 20

What documents need to be filed at Companies House following amendments to the Articles?

Answer 20

• 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

Question 21

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?

Answer 21

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