Starting a Business as a Company Flashcards
(9 cards)
Starting a Business as a Company
What docs to be sent to Companies House to create a company?
- Form IN01 (plus fee)
- Memorandum of Association (signed by each subscriber)
- Articles of Association (if not using Model Articles)
- Registrar issues Certificate of Incorporation
Starting a Business as a Company
How many subscribers are needed to form a private company?
1
a single subscriber
Subscribers must be named in the Incorporation document
Also min 1 x Director
Starting a Business as a Company
Who are the companies “Officers”
2
Director(s)
Secretary
Starting a Business as a Company
Criteria for Persons of Significant Control (PSCs)
3
- Owns or controls more than 25% of the voting rights
- Has the right to appoint or remove majority of the board of directors
- Has the right to (or does actually) exercise significant control of the company
RLE= organisations that meet criteria, ORP= gov bodies meet criteria
Starting a Business as a Company
Defintion of Company Promoter and Common Law origin and status
2
Person who sets up pre-incorporation contracts
as per Twycross v Grant
Status of fiduciary- duty not to make a secret profit
Excludes anyone acting in a professional capacity
Declare profits to Board to avoid breach
Starting a Business as a Company
s51 CA 2006
1
Status of Pre-Incorporation contracts
Contract made on behalf of company not yet formed takes effect on person purporting to act for company
Promoter is liable…“subject to any agreement to the contrary” that must be “clear and unambiguous”
Phonogram v Lane “for and on behalf of company” was NOT sufficient.
Starting a Business as a Company
Accounting Reference Date (ARD)
1
Company’s financial year end
Defaults to last day of month of incorporation unless amended
Starting a Business as a Company
Shareholder Agreement
4
Optional but:
Can only be varied with agreement by all parties (not a 75% SR as per Articles)
Shareholder agreement is private unlike Articles
Shareholder agreement can include other parties
Starting a Business as a Company
Minimum Share Capital to start a PLC
1
£50,000
