Setting up a company Flashcards
Forming a company
Applicant must complete Companies house form IN01 and submit it along with a document called a memorandum of association and possible the company’s articles of association
Who will make the application?
Can be made online or by post
When does the company come into existence?
If the requirements of the CA have been met then the company will be incorporated and they will issue a certificate of incorporation - the company comes into existence once this certificate is issued.
Form IN01 - Company name
Private companies must end in Limited or Ltd. The company name must not be the same as an existing company. A company may not use a name which in the opinion of the secretary of state for business, energy and industrial strategy would constitute a criminal offence or be offensive. Approval of the secretary of state for BEIS is needed to register a company which suggests a connection with a government department or authority. Cannot use her majesty. And using geographical words such as British must be approved
Form IN01 - Registered office
Company will need a registered office and address is needed for the form. To change this a board resolution is required.
Form IN01 - First directors
Include name and date of birth of director(s), must have at least one director.
Form IN01 - Directors’ residential and service addresses
Service address = the address to which any official documents for that director must be sent usually company’s registered office.
Form IN01 - Company secretary
Private companies do not have to have a company secretary but may choose to have one and if they do their name and service address must be inserted.
Form IN01 - First shareholders
Name, address and details of their shareholdings
Form IN01 - Statement of capital
The number of shares of each type in the company and their total nominal value. Names and address of all shareholders. What rights each type of share gives the shareholder.
The company’s constitution
The company’s memorandum of association and articles of association, certificate of incorporation, current statement of capital, copies of any court orders and legislation altering the company’s constitution, shareholder’s resolutions affecting the constitution and certain agreements involving the shareholders form the company’s constitution.
Model articles
When applying to register a new company the applicant can choose to adopt the model articles in their entirety to avoid drafting articles from scratch. The model articles will apply by default if the applicant does not provide a bespoke set of articles. The shareholders can amend the articles by special resolution.
Registering as a public company
In addition to requirements for a private company, for a public company its articles must be in a form suitable for a public company.
Converting to a public company
Must pass a special resolution approving the re-registration of the company, altering the company’s name so that it is in a form suitable for a public company and altering the articles.
Shelf companies
It is a company which has already been set up usually with two directors and two shareholders each of whom owns one ordinary share which is formed and then left on the shelf until such a time as a client needs a company quickly.
