Incorporating a company Flashcards
(9 cards)
generally, what is incorporation?
the process by which a business registers with CH to become an LLP or company
how can a person start a new company?
If a person wants to start a new company, they can either:
o Incorporate a new company; or
o Purchase a shelf-company (i.e. a ready-made company)
what are the stages to incorporate a company? (inc. documents to be filed)
- Applicant sends (by post or online) documents to CH:
o Application Form IN01
o Memorandum of association
o Articles of association (unless using unamended model articles)
o Application fee - CH will review the documents and if the CA 2006 requirements are met, they will register the company and issue an incorporation certificate
o Company comes into existence once certificate is issued
what are the key pieces of information on Form IN01? (9)
- Proposed name
- Registered office address
- Registered email address
- CS + D details (inc. service address)
- Initial subscriber + shareholding details (must allot at least 1 share to each subscriber)
- Statement of capital
- People with significant control (i.e. they will hold more than 25% of the shares or voting rights or they have the power to appoint/remove the majority of the BOD)
- Lawful purpose statement
- Statement of compliance
what are the ruled around the company’s name?
LTD/PLC must be affixed + name cannot:
o Be already in use or too similar to an existing name
o Offensive or constitute an offence
o Include a ‘sensitive word’ listed in CH guidance (unless approved by CH)
o Suggest a connection with the government (unless approved by SOS)
o Include a prohibited symbol, character or punctuation
explain the registered email address
must be ‘appropriate’ i.e. in the ordinary course of events, emails sent by the RoC would be seen by the company
explain the lawful purpose statement & statement of compliance
Lawful purpose statement = statement subscribers wish to form company for lawful purposes
Statement of compliance = confirmation CA 2006 registration requirements have been complied with
what is the memorandum of association?
statement in a prescribed format confirming that subscribers:
o Wish to form a company under CA 2006; and
o Have agreed to become members + take at least 1 share each
Not relevant or capable of alteration post-incorporation
when can a company apply for a trader certificate and what are the requirements?
After incorporation, the PLC can apply to CH for a trading certificate
CH will only issue if:
o There is a minimum share capital of £50k to start up;
o 1/4 of the nominal value of the shares has been paid up (i.e. at least 25% of the original value of each share issued must be paid); and
o The whole of any premium is be paid up
