Incorporation Flashcards
Under which Act is the incorporation of a company limited by shares governed?
The Companies Act 2006.
What government authority is responsible for incorporating companies under the Companies Act 2006?
The Registrar of Companies at Companies House.
What is a ‘shelf company’?
A company that has already been incorporated but has not yet traded, ready for purchase by individuals who wish to run a business.
Name the first key document required to incorporate a company limited by shares.
Memorandum of Association.
What role does the Companies House play in the incorporation process?
Companies House receives and processes the incorporation documents, checks their completeness, verifies the fee payment, and issues the certificate of incorporation.
What are Articles of Association?
A document that serves as a rule book for how the company is to be run, having the legal status of a statutory contract between the shareholders.
What happens if no Articles of Association are submitted during incorporation?
The company automatically adopts the model set of Articles provided by the Companies (Model Articles) Regulations 2008.
List three pieces of information required in the incorporation application besides the Memorandum and Articles of Association.
The company’s name.
A statement that the company’s registered office is in England or Wales.
A statement that the company will be limited by shares.
What must Companies House staff verify during the incorporation process?
That the application is correctly completed, contains all necessary information, and that the appropriate fee has been paid.
When does a company legally come into existence?
At the moment the certificate of incorporation is issued by Companies House.
What is the significance of Section 8 of the Companies Act 2006?
It deals with the Memorandum of Association, specifying that the document uses the term ‘member’ instead of ‘shareholder’.
What are ‘Model Articles’?
Standard Articles of Association provided by law that a company automatically adopts if no bespoke Articles are submitted during incorporation.
How does the Companies Act 2006 ensure that model Articles still apply if tailor-made Articles are submitted?
Sections not modified or excluded by the tailor-made Articles will still apply to the company.
What additional roles does Companies House have beyond the incorporation process?
It must be notified of various ongoing changes such as new director appointments or when the company grants a charge over its assets.
What was the governing Act for company incorporation before the Companies Act 2006?
The Companies Act 1985.
