Formation of a company Flashcards
What is the difference between documentation requirements of the CA 1985 and CA 2006?
CA 1985: Articles of Association and memorandum are required as the constitutional documents
CA 2006: Articles of Association is the only constitutional document - memorandum is only used for part of the procedure to register at Companies House
What does s31 CA 2006 state?
That companies formed under CA 2006 have unrestricted objects unless specifically restricted in the Articles.
What does s28 CA 2006 say?
- Relates to companies formed under CA 1985
- Any provisions in a memorandum must be treated as provisions of the company’s Articles
What does s18 CA 2006 say?
All companies must have an Articles of Association (the Articles)
What is the purpose of the Articles?
To regulate the relationship between the shareholders, directors and the company
Name some examples of the type of provisions that can be found in the Articles
- Number of directors required to transact business
- Method of appointing directors
- Power of directors
- How board meetings are conducted
- Any special rights attached to shares
- How shareholder meetings are to be conducted
- How and to whom shareholders may transfer their shares
What are the three ways that a company can be incorporated?
- Incorporation from scratch
- Submitting relevant information to Companies House/online
- Shelf company conversion
When incorporating from scratch, what 4 things need to be submitted to Companies House?
- Company’s memorandum
- Articles (if no intention to use MA)
- The fee
- An application form for registration (Form IN01)
What information must be in the IN01 form?
- Company’s proposed name and registered office
- Whether the company is public or private
- Company’s registered appropriate email address for Companies House use (s9(5)(aa))
- Whether company is to be limited by shares (or guarantee)
- A statement of capital and initial shareholdings (s10) (or if to be limited by guarantee, details must be given of the guarantee (s11))
- A statement of company’s proposed officers (s12) and persons with significant control (s790)
- A statement of compliance (s13)
- A statement of lawful purpose (s9(e)) - added by ECCTA March 2024
What is set out in the certificate of incorporation?
- Name of company
- Company’s registered number
What changes must be made to a shelf company?
- Name
- Registered office
- Articles
- Members, directors and company secretary
What form needs to be filed showing the registered office?
AD01
What does form AP01 lay out?
The company directors
What does form AP03 lay out?
The company secretary
What do forms TM01 and TM02 lay out?
The company’s first directors (01) and first company secretary (02)
What is MA13?
Provides for the chairperson to have the casting vote in the event of a tied board resolution
What is s391(4) CA 2006?
Defaulting accounting reference date will be the last day of the month in which the company was incorporated.
What is s51 CA 2006?
It seeks to protect third parties who believe they are entering into a contract with a company which is incorporated and registered by making pre-incorporation contracts enforceable as personal contracts against the persons purporting to act on the company’s behalf.
How many votes does each director get in a board resolution?
One each
What does MA7 say about passing a board resolution?
Board resolutions are passed by a simple majority
When can a shareholder resolution not be passed in writing?
When the resolution is to remove either a director or an auditor
How many votes are needed to pass an ordinary resolution?
A simple majority - so over 50%
How many votes are needed to pass a special resolution?
A majority of 75% or over
How many votes does each director have when the votes are on a show of hands?
One vote each
How many votes does each director have when the votes are on a poll?
Each shareholder has one vote per share held by them
What does MA44(1) say about poll votes?
A poll on a resolution can be demanded either in advance of the GM where the vote will take place, or at the GM before a show of hands on that resolution or immediately after the resolution of that vote
Who can demand a poll vote under MA 44(2)?
- Chairperson of that meeting
- The directors
- Two or more persons having the right to vote on that resolution
- A person or persons representing at least 10% of the total voting rights of the shareholders entitled to vote on the resolution
What does s281(1) CA 2006 say about written resolutions?
That only private companies can pass shareholder resolutions by way of the written resolution procedure
