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LPC Law Notes Business Law and Practice Notes

Incorporation & Registration Of Company Notes

Updated Incorporation & Registration Of Company Notes

Business Law and Practice Notes

Business Law and Practice

Approximately 649 pages

A collection of the best LPC BLP notes the director of Oxbridge Notes (an Oxford law graduate) could find after combing through dozens of LPC samples from outstanding students with the highest results in England and carefully evaluating each on accuracy, formatting, logical structure, spelling/grammar, conciseness and "wow-factor".

In short these are what we believe to be the strongest set of Business Law and Practice notes available in the UK this year. This collection of notes is fully updat...

The following is a more accessible plain text extract of the PDF sample above, taken from our Business Law and Practice Notes. Due to the challenges of extracting text from PDFs, it will have odd formatting:


  • 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 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

  • Appoint new directors

BR MA 17(1)
  • Statement of compliance

  • Resignation

BR MA 18(f)
  • Proposed name of company

  • Appoint new chair

BR MA 12(1)
  • Registered office (but may have other business addresses)

  • Appoint company secretary


MA 3


  • Statement of capital and initial shareholdings, whether paid or unpaid

    • Details of shareholders

    • Share capital amount

  • Transfer of shares

BR s.123(2)(a)
  • Change accounting reference date

BR s.392(1)
  • Appoint auditors

BR s.485(3)
  • Liability of members (by share or by guarantee)

  • Change of registered office

BR s.87(1)
  • Articles of association



Filing of resolutions/forms at Companies House
Special resolution to change name ss.29; 30 CA 2006
Special resolution to alter articles ss. 29; 30 CA 2006
New form articles to shareholders
Resolution under s.188 CA 2006 ss. 29; 30 CA 2006
Register shares SH01 s.555(2) CA 2006
Appointment of directors AP01 s.167 CA 2006 14 days
Change of name NM01
Resignation of directors TM01 s.167 CA 2006 14 days
Change of accounting reference date AA01
Internal registers
Members, directors, directors’ interests, allotments and transfers (for subscriber shares) – 162(2); 165 etc
Minutes MA 15
Registration of allotment s.554 CA 2006
GM minutes/written resolutions
  • 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)

Professional Conduct Points:

PCR May be a client conflicts involved – Chapter 3, O(3.5) It might be possible to rely on the exception in O(3.6) but it is safer to advise just one of the partners
  • Shares are a specified investment under Part III Regulated Activities Order s.76

  • It involves a specified activity as...

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