A more recent version of these Setting Up A Company notes – written by Cambridge And Oxilp And College Of Law students – is available here.
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Incorporating & Setting up a Company
Forming a New Company
The birth of a Co takes place, in accordance with s. 7 of the CA 2006 by a process known as Registration (AKA Incorporation). Registration/Incorporation involves preparing a number of docs and delivering them toe the Registrar of Companies at Companies House ("CH"):
1. An application for registration/incorporation (Form IN01 required for paper registration, e registration = e-form)
2. A fee
3. Copy of articles of association for the company
4. A Memorandum of association Docs must be delivered to CH either in electronic form, in paper form, in person or by post. The Registrar will consider the Docs and if it is satisfied that the requirements of the CA 2006 are met, it will register the Docs and issue a Certificate of Incorporation for the Co. The date on the certificate is the date the Co comes into existence.Contracts BEFORE Incorporat ionContracts entered into by "promoters" (solicitors are not) on its behalf before formal incorporation: o Are not binding on the company o Are binding on the individual (s.51) For the contract to bind the company, the D must enter into a novation agreement between him, the company and the 3 rd P.
1. Form IN01/ e-form Applic. for Regis. (AR)(AR is required by s9(1) of CA 2006) and it must contain: a. The type of Co being registered (s.9(2)(c) and (d)) i.e. Public or private, Ltd or UnLtd etc.
T&F NOTE the name of a private limited company must always end in "limited" or "ltd.". If it is to be a Welsh company the name can end with the Welsh equivalents "cyfyngedig" or "cyf."
Send to Companie s House: ss.7-10 &
ss.12-13 sets out the document s needed for incorcorpa tion
Get back from Companie s Houseb. The Company's proposed name (s.9(2)(a)) (See Changing Co.'s Name Chart) c. The Address (including Country) of the Co.'s Registered Office (s.9(2) (b)) d. A Statement of capital and initial shareholdings (s.9(4)) i. There can be one member (s.7(1)) e. A Statement of Co.'s proposed officers (s.9(4)(c)) i. Name, address, residence, nationality, business occupation, date of birth ii. Public Co.'s must have 2 Directors (s.154(2)) iii. Private must have 1 Director (s.154(1)) f. A Statement of compliance (s.9(1) and s.13)
2. With the requisite fee
3. Copy of your special articles (s.20(1)(b)) or else the MA will automatically apply (legal status of binding contract) (See Changing Co.'s Articles of Association Chart)
4. Memorandum of Association which states the first members': a. Intent to form a company b. Agree for members to take one share each (s.8); the first shareholders are 'subscribers to the memo'
1. Certificate of incorporation (s.15(1)) issued by the Registrar which is evidence of company's existence and states: a. Name and registered number b. Date of incorporation c. Location of RO d. Limited/unlimited liability by shares/guarantee With effect from date of incorporation, the subscribers become the holders of the shares in statement of capital (s.16(1)) and the directors become the directors, limited liability protection begins and it is capable of exercising the
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