Formation of a company

Question 1

What do you need to state in Form IN01?

Answer 1

1. The company’s proposed name
2. Whether the company’s registered office is to be situation in E&W, Scot or NI
3. Whether the liability is limited
4. Whether the company is to be private or public.

Question 2

If a company is to have a share capital what should the application of registration (IN01) contain?

Answer 2

1. A statement of capital and initial shareholdings - s.10 CA 2006
2. A statement of the company’s proposed officers - s.12 CA 2006

Question 3

If the company is to be limited by guarantee, what details need to be given?

Answer 3

1. Details of the the guarantee - s.11 CA 2006

2. A statement of compliance stating that the requirements of CA 2006 have been complied with - s.13 CA 2006

Question 4

What is a shelf company?

Answer 4

A company that has been set up in advance by a company registration agent or law stationer.

Question 5

Changing a company’s name

Answer 5

CA s.77(1) - a company’s name can be changed by a special resolution of the shareholders or by any other means provided by the company’s articles (e.g. board resolution)

Question 6

3 things to ensure in purchasing a shelf company

Answer 6

1. the share held by the subscriber is transferred to your client
2. your client’s representatives are appointed as director and the company secretary (if there is one)
3. the first director and company secretary resign from their positions

Question 7

An advantage of shelf company over online incorporation.

Answer 7

Can be done quickly
Avoids the need to draft and submit incorporation documentation.

An available option all the time on every day of the year, whereas online incorporation can only take place during Companies House opening hours.

Question 8

What does the certificate of incorporation set out?

Answer 8

1. the name of the company
2. the company’s registered number. This will never change and must be used when drafting any legal agreements to which the company is a party to ensure that the company can be correctly identified following future changes to its date
3. the date of incorporation

Question 9

Which CA section state the requirements you need to deliver to the Registrar of Companies for incorporating a company and what do you need to send?

Answer 9

s. 9 CA 2006
1. a copy of the company’s memorandum
2. An application for registration (Form IN01)
3. articles prescribing regulations for the company - if the company does not intend to use the MA
4. the fee

Question 10

When does the company become a legal entity?

Answer 10

s. 15 CA 2006

The company becomes a legal entity from the date of incorporation set out in the certificate of incorporation.

Question 11

What do you have to consider in terms of a shelf company’s Articles?

Answer 11

It is common for a shelf company to have been incorporate with MA.

You will need to consider whether the company’s existing articles need to be amended, in accordance within s.21(1) CA 2006, to meet the specific requirements of your client.

Question 12

What happens to the members/subscribers to a shelf company?

Answer 12

Representatives of the company registration agent or law firm will have become the first member of the company.

Question 13

What should you do to the members, directors of a shelf company?

Answer 13

1. the share held by the subscriber is transferred to your client
2. your client’s representatives are appointed as director and the company secretary
3. the first director and company secretary resign from their positions.

Question 14

What should you do to the registered office of a shelf company?

Answer 14

You may need to substitute your client’s chosen address for the first registered office in accordance with s.87(1) CA 2006.