Incorporation

Question 1

What is the process of incorporation from scratch?

Answer 1

• An application must be made to the Registrar of Companies to have a new company registered at Companies House.
• The following must be delivered to the Registrar (S 9 CA 2006):
  1. A copy of the company’s memorandum.
  2. Articles of the company (if Model Articles are not to be used).
  3. The fee for incorporation.
  4. Application for registration (Form IN01).
• Once the application is approved, the company is sent a certificate of incorporation authenticated by the Registrar’s official seal. The certificate sets out:
  1. The name of the company (which may later be changed)
  2. The company’s registered number, which will never change and must be used when drafting any legal agreements, to ensure correct identification.
  3. the date of incorporation.
• The company becomes a legal entity (s 16 (3)) from date of incorporation set out in the certificate (s 15 CA 2006).

Question 2

What must an application for registration (Form IN01) contain?

Answer 2

• The company’s proposed name.
• Where the company’s registered office is in the UK (England and Wales, Scotland or NI) (This is the address where the company can be contacted and legal proceedings served).
• A statement of capital and initial shareholdings (s 10 CA 2006) (where the company is to have share capital and not company limited by guarantee).
• a statement of proposed officers (e.g. directors) (s 12 CA 2006).
• If it is limited by guarantee, details must be given of the guarantee (s 11 CA 2006).
• A statement of compliance that the requirement of CA 2006 have been complied with (s 13 CA 2006).

Question 3

What is the process of incorporation using a shelf company?

Answer 3

• A shelf company is one that has been set up in advance by a company registration agent or law stationer. Many solicitors’ firms also operate an in-house service to set up shelf companies for sale to clients.
• Pre-online incorporation services, this was a faster method but it still has the advantage of being available any time every day of the year, whereas from scratch relies on opening hours of Companies House. Also, sometimes cheaper if the below changes are not too costly to implement.
• The following changes will likely need to be made for the shelf company to meet the client’s needs:
  1. Name – this can be changed by a special resolution of the shareholders or by other means provided by the company’s Articles (s 77 (1) CA 2006).
  2. Articles – as a general rule can be altered by special resolution and in accordance with s 21(1) CA 2006.
  3. Registered office – may need to be change to the client’s chosen address in accordance with s 87(1) CA 2006.
  4. Members, directors and the company secretary – shares need to be transferred to your client; client’s representative appointed as director(s)/officers; the first director(s) and company secretary (if one) resign from their positions.