SGS 3: Company Incorporation Flashcards
1. understand and distinguish between the contractual effect of pre and post-incorporation agreements; 2. advise a client on the choice of a company name; 3. discuss different methods of establishing a company for your client; and 4. identify the actions necessary to convert a shelf company.
1
Q
Can a company enter into contracts pre-incorporation?
A
- No, but a person can
- Person can on behalf of the company - s51(1)
- When a company is registered and incorporated it can - s16(3)
2
Q
Does a company become party to the contract automatically once incorporated?
A
- No, need a novation agreement
- Step into the shoes of the person liable where all the parties agree
3
Q
What is the effect of registration?
A
- Get a certificate of incorporation as proof - s15
- Capable of exercising powers - s16(3), now SLE
- There are possible PCR issues in advising an individual on this matter when you also work for the Company.
4
Q
What are the requirements for changing the company name?
A
- Requirement to disclose company name - s82.
- Change of name must be by SR - s78
- Or by other means in the AoA - S79
5
Q
What are the statutory restrictions for names of a company?
A
- S53-59: prohibited names / not connected with government etc
- S65/66
- Company house guidelines chapters 6-10
6
Q
At what point does a change of name become effective?
A
- S80(3) - registration of new name, then a new certificate of incorporation
- S81 - change of name is effective from the date that certificate is issued
7
Q
Where is company incorporation found in the statute?
A
- S7-16
8
Q
For company incorporation, what needs to be sent to the registrar at CH?
A
- IN01 application form
- AoA - s9(5)(b) - required under s18
- If none attached then the MA will automatically apply - s18(2) and s20(1)
- Can amend under s26(2)
- Fee - electronic - £13, paper £40.
9
Q
What 5 things must the form IN01 contain?
A
- Name of company & Registered Office – must nominate for service of documents s86
- List of initial Ds & addresses
- Memorandum of association s8
- Statement of capital s10
- Statement of compliance s13
10
Q
What are the two options for how a company can be incorporated?
A
Either: (a) From scratch, or (b) From a shelf company
