Formation of a company Flashcards
What is the memorandum of a company?
- No longer part of a company’s constitution
- But used to be under CA 1985
- For old companies, any provisions in the memorandum are treated as part of the company’s articles
How is the memorandum of CA 1985 companies treated?
As provisions in the articles
What type of objects clause do companies now have under the CA 2006?
Unrestricted objects clause - therefore the ultra vires rule is not applicable to 2006 Companies, unless it has chosen to include one
What must articles of association comply with under CA 2006?
Minimum provisions of CA 2006 (Legality Test)
Articles may be more stringent than CA 2006 provisions
What do articles of association regulate?
Relationship between shareholders, directors and company
What provisions in CA 2006 cannot be overridden by articles?
Certain provisions like the right to demand a poll vote
What is an example of a default provision under the CA 2006?
Power of a private company to issue redeemable shares
To be valid, amendments to articles must be what?
Bona fide interests of the company
What do articles evidence between the company and its members?
A binding contract
What are the options available for articles of association?
- Model Articles/Table A
- Amended Model Articles
- Tailor Made Articles
How can articles be amended?
By special resolution
How can entrenched provisions be amended?
Entrenched provisions can be amended by agreement of all members or court order
What can courts do if a company infringes members’ rights?
Grant an injunction
Can members enforce rights that are not relevant to their capacity as members?
No
Members’ rights are tied to their status as members
Do articles evidence a contract between members themselves?
Not unless members accept a personal obligation
What is the first step in incorporating a company from scratch?
An application must be made to the Registrar of Companies to have the new company registered at Companies House.
This process is traditionally slower but now can be done online.
How long does the application process typically take?
Applications may take up to five days, but you can pay a higher fee for same-day processing. Online applications can now also be made.
When can an online application for incorporation from scratch be made?
Only Mon - Fri until 3pm and the MA are compulsory
What must be submitted with the application for registration?
- Application for registration form (IN01)
- copy of the company’s memorandum
- articles prescribing regulations for the company (if amending MA)
- fee
What information is required in the Application for Registration (form IN01)?
The form must state proposed names, the location of the registered office, whether it is limited liability, and whether the company is public or private.
It also includes proposed officers, statement of capital, and initial shareholders.
What do you receive after the application is processed?
You will receive a certificate of incorporation.
What information is contained in the certificate of incorporation?
The certificate contains the company’s name, registered number, and date of incorporation.
What is an advantage of purchasing a shelf company?
It is available all the time on every day of the year.
What changes are likely needed when purchasing a shelf company?
Name, Articles, Registered office, Members, directors and company secretary.
