INCORPORATION & REGISTRATION OF COMPANY
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Sections 7-16 & 30-31 CA 2006
To be legally incorporated, a company must be formally registered at Companies House.
Off the Shelf already incorporated for future use by another party,
quick and easy for a party to commence trading
Tailor-Made through that company - law firms typically set up generic shelf companies for clients to use in the future
Application for registration
Form IN01  Change of name
SR
s.77(1)
Memorandum of association s.8
 Appoint new directors
BR
MA 17(1)
Statement of compliance s.13
 Resignation
BR
MA 18(f)
Proposed name of company
 Appoint new chair
BR
MA 12(1)
Registered office (but may have
MA 3
 Appoint company secretary
BR
other business addresses)
s.112(2)
Statement of capital and initial s.10
 Transfer of shares
BR
s.123(2)(a)
shareholdings, whether paid or
 Change accounting
BR
s.392(1)
unpaid reference date

Details of shareholders
 Appoint auditors
BR
s.485(3)
o Share capital amount
Liability of members (by share or ss.18-20  Change of registered office
BR
s.87(1)
by guarantee)
Articles of association s.9(4)(d)

Post-Meeting:
Filing of resolutions/forms at Companies House
Special resolution to ss.29; 30 CA 2006 change name
Special resolution to ss. 29; 30 CA 2006 alter articles
New form articles to shareholders
Resolution under s.188 ss. 29; 30 CA 2006
CA 2006
Register shares
SH01 s.555(2) CA 2006
Appointment of
AP01 s.167 CA 2006 14 days directors
Change of name
NM01
Resignation of
TM01 s.167 CA 2006 14 days directors
Change of accounting
AA01 reference date
Internal registers
Members, directors, directors' interests, allotments and transfers (for subscriber shares) - 162(2); 165 etc
Minutes
MA 15
Registration of s.554 CA 2006 allotment
GM minutes/written resolutions
Other
 Ensure that you have requisite authorisations to carry on the particular type of company (e.g. FCA
authorisation if financial company)
 As the partnership is being wound up, notice must be given to the parties who had dealt with them and a notice must be put in the London Gazette for parties who have not dealt with the firm (s.36 PA 1890)

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