Forming A Company Flashcards
Leg for applying to companies name tribunal to challenge a name
S69 CA 2006
Form to set up a company
INO1
Leg under which registrar issued certificate of incorporation
S14 and S15
Docs to submit to set up a company
Application for registration of company
Memorandum of understanding
Articles of association
What is included in the application for registration as a company?
Statement of capital
Statement of proposed officers
Statement of compliance
Statement of capital
State number of shares for subscribers of memorandum, type and value. Identify these people and if they are ordinary or preference shares
Statement of proposed officers
Who will be director (person or company) need one
Who will be secretary (person or company) not essential
Statement of compliance
Must be done by each subscriber
Articles of association
How the company is run
Memorandum of understanding
Subscribing to memorandum is agreeing to become a member of the company and taking at least one share each
Post incorporation steps of forming a company
Elect chairman
Report of incorporation (who will be director and secretary)
Register bank account in company name
Company seal (S45) or two signatures of directors (S44)
Prepare a date to be last day in financial year to take up accounts (S392)
Appoint auditor
Employment contracts with directors
Keep company records
CT41G for tax
Register for NI
Leg for seals
S45 - seal
S44 - two signatures
Leg for changing last day in financial year
S392
Form to get taxed
CT41G
Notice required for board meeting
Appropriate and reasonable notice given by secretary or director to all directors
Leg to change name of company
Shareholder special resolution under S78
Or other method specified in articles under S79
Form to change office
AD01
Form to change accounting reference date
AA01
Form for appointment or resignation of a director
AP01
Form for appointment of secretary
AP03
Do ST and Ps need to disclose their address for service and identify
Yes
Can STs and Ps have floating charges
No only companies and LLPs
Do private companies limited by shares need to register before trading
Yes
When can the corporate veil be pierced
When a person is under an existing legal ob or liability
Or
Is subject to existing legal restrictions which they deliberately evade
What effect does piercing the corporate veil have
Only to deprive them of the advantage they otherwise would have obtained through separate legal personality
Can private and public companies both issues shares
Yes
Public companies to the public (both traded and unlisted) and private companies to connected individuals
Requirements to pass a special resolution to become a publicly traded company
At least £50k allocated share capital
Each share paid up to at least 1/4 of nominal value plus whole of premium
Can a company begin as a publicly traded company
No must satisfy reputation, size, growth requirements
When does an LLP come into existence
When certificate of incorporation is issued
Do LLPs have a default contract if members don’t agree one
Yes in the LLP regs
Does LLP have separate legal personality
Yes
How are members of an LLP taxed
As self employed persons
Requirements for overseas companies setting up a branch in U.K.
Must register details within 1 month of opening
What docs to send to CH to incorporate a company
INO1
Articles
MOU
What must a certificate of incorporation state
If registered office is in England Scotland or Wales
Public or private
Name and registration number
Date of incorporation
Limited or unlimited by shares or guarantee
When incorporating a company does it need to register with HMRC for tax
Yes if INO1 is not electric register within 3 months. If INO1 is electric is happens automatically
What is a statement of compliance to confirm
That they have met the requirements of CA 2006
What info is required to complete the INO1
Name Ds Secretary S Statement of capital Constitution. People with significant control Statement of compliance
Brackets of PSC on INO1
25-50
50-75
Over 75%
Who are PSC
Hold more than 25% of share of company Or Hold more than 25% voting rights in company Or Hold right to appoint or remove D
What is included in the constitution
MOU Articles Certificate of incorporation Current statement of capital Any court orders Legislation altering the company’s constitution Shareholder resolution affecting con Some agreements involving S
What are the company articles
Rules
What is the MOU
Statement they will become members and how many shares they will have
Who must sign MOU
Shareholders
What do companies incorporated pre-Oct 2009 have instead of MAs
Table A articles
How much notice was required for a GM under table A articles
21 days if special resolution was proposed
Under MA 14 clear days no matter what kind of res is proposed
What is a statement of capital
Info about the shares
Type, value, number
How is the company’s share capital determined
By the total nominal value of the shares
What are the prescribed particulars
What share of dividends S receives
Whether they can exchange (redeem) them for money
Whether they can vote on certain company matters
And
How many votes their shares entitle them to have
Sold at par value
Sold for nominal value
What are the first S called
Subscribers
What details of subscribers need to be on INO1
Names addresses and details of shares
Is there a max number of S
No
How many S are needed to incorporate a company
1
Do all companies have to have a secretary
No private companies don’t have to have one but public companies do
What details of secretaries must be on INO1
Name and service address
Can D also be a secretary
Yes
If D liable if secretary fails to carry out duties
Yes
What info about Ds must be on INO1
Names and DOB
Service address
Residential address
How many Ds are needed
1 if private company
2 if public company
Is Ds residential address public
No but is shared with some people
Can Ds registered address and service address be the same
Yes
Can D apply to have residential address kept private
Yes if there is evidence of serious risk of violence or intimidation to D or Ds family
What must a company name end with
Private - Ltd or limited
Public - PLC or public limited company
How to change registered office
Board resolution
AD01
When does a change of registered address take place
When registrar changes it
What if docs are sent to old address
They are deemed to be sent to registered address if send within 14 days of change
What are the statutory books
Register of S
Register of Ds
Register of Ds residential addresses
Does a company need to register a trading name
No just the registered name. This can be different
Where must a company’s registered office be
Must have a registered office in same part of U.K. as company is registered
What sort of resolution is needed to covert to a public company
A special resolution by S
What needs to be changed when a company becomes public
Company name
Articles
Does a company need a trading certificate when converting to a public company
No just a new certificate of incorporation
When a company become public when do the new name and articles take effect
On the issue of the certificate of incorporation
What to file at CH when converting a private company to a public company
Special res Application for re registration Revised articles Balance sheet Written statement from auditor Valuation report on any shares allocated for non-cash consideration between date of balance sheet and passing of special res
Does a public company need a trading certificate
Yes of beginning as a public company but not if transitioning from private to public
What is a trading certificate
Proof it can trade , borrow and has met allocated share capital requirements
Post incorporation steps
Allocate chair Seal- 1 signature and 1 witness to attest as well Bank account optional- Mandate to tell bank who is authorised to deal Name Accounting reference date Service contracts Tax registration Appoint auditor
What is the accounting reference date
The date up to which it must prepare its annual accounts
What is the default accounting reference date
The last date of the month in which the company was incorporated
How to change accounting reference date
Board resolution
AA01
Restrictions to changing accounting reference date
Cannot be extended so that reference period lasts more than 18 months
Cannot be extended less than 5 years after the end of an earlier accounting reference period of the company that was also extended
Which companies are required to prepare annual accounts
All apart from small companies
Who decides service contracts
Board of Ds unless for more than 2 years then ordinary S res
