SGS 4: Company Incorporation

Question 1

Can a company enter into contracts pre incorporation?

Answer 1

No - s 51

Agency can’t help because it requires a principal

Question 2

What happens if a contract was entered into anyway?

Answer 2

• Personal liability for the director concerned

- no contract for the company and the company can’t ratify

Question 3

When is a company a legal entity?

Answer 3

When certificate or incorporation is issued by companies house (s.15)

Question 4

When is change of name effective?

Answer 4

Once new certificate is issued

Question 5

Who effects name change?

Answer 5

• Shareholders - s77(1)(a)

- Procedure set out in articles - s77(1)(b)

Question 6

Resolution needed for name change?

Answer 6

• SR if 77(1)(a)

Question 7

Who effects appointment of secretary?

Answer 7

• Directors - MA 3 and 5

- By board resolution

Question 8

How is the resignation of secretary effected?

Answer 8

• By letter from the outgoing secretary (effective from date set out in letter)

Question 9

Who effects the appointment of new directors?

Answer 9

• Outgoing directors - MA 17(1)(b)

- Shareholders - MA 17(1)(a) - OR

Question 10

How is transfer of subscriber shares effected?

Answer 10

• STF (change only effective once the new members have been entered into the Register of Members)
• Transferor shareholder executes STF
• Usual to have BR to approve

Question 11

How is change of registered office effected?

Answer 11

• Directors giving notice to registrar - s87(1)

Question 12

How is change of accounting reference date effected?

Answer 12

• Directors giving notice to the registrar - s392(1)