SGS 4 (Incorporating a Company) Flashcards
What is the benefit of incorporation from scratch?
Can create bespoke articles (but must be on paper).
What are the benefits of converting a shelf company?
Can do it out of Companies House opening hours.
Shelf companies can enter into contracts at any time.
What is the cost difference between incorporation from scratch vs shelf company conversion?
Negligible once costs of amending model articles and tailoring shelf company to client’s requirements are taken account of.
When is a name change effective?
What must be considered in the context of using a company name as a trading name?
s.81(1): from date on which certificate of incorporation issued.
IP law (does it infringe a registered trademark?)
s.82: trading disclosures.
Can a company enter into pre-incorporation contracts?
No ss. 15(4) and 16(3)
Rover International v Canon Film Sales Ltd: a company cannot ratify a pre-incorporation contract.
Why is agency not relevant to the potential issue of a director entering into a contract pre-incorporation?
No company (therefore no principal) so agency doesn’t apply.
What is the effect of a person entering into a contract on behalf of a company before it has been incorporated?
s.51(1), that person is liable under it.
Could novate the contract (third party agrees to be bound by services to newly incorporated company instead of person. Newly incorporated company agrees to pay for this services rather than the person.)
