| NEW COMPANIES INTRODUCTION
This booklet explains Companies House requirements for
the incorporation of limited and unlimited companies.
1. IS THERE MORE THAN ONE TYPE OF COMPANY?
Yes. There are four main types of company:
- a private company limited by shares - the
members' liability is limited to the amount
unpaid on shares held by them;
- a private company limited by guarantee -
the members' liability is limited to the amount
they have undertaken to contribute to the company's
assets if it is wound up;
- a private unlimited company - there is no
limit to the members' liability;
- a public company - the members' liability
is limited to the amount unpaid on shares held by
them, and which must have an authorised share
capital of at least £50,000 at the time of
incorporation.
2. WHO CAN FORM A COMPANY?
Section 1 of the Companies Act 1985 allows one or more
persons to form a private limited company for any lawful
purpose by subscribing to the memorandum of association.
In the case of a public company or an unlimited company
two or more persons must subscribe to the memorandum of
association.
3. HOW DO I FORM A COMPANY?
You will need to send the following documents to the
Registrar of Companies:
- a memorandum of association - this is a document
(in a format specified by regulations) which sets
out the company's name, whether the registered
office of the company is situated in England and
Wales, Wales or Scotland and its objects. It must
be signed by each subscriber. Other clauses to be
included in the memorandum will depend on the
type of company being incorporated (see Appendix
A pages 10 and 11 of this booklet for details);
- articles of association - this document sets out
the regulations governing the running of the
company's internal affairs.
A company limited by shares may adopt Table A*, which
is a "model" set of articles, without
modification. If it does so it need not deliver articles
for registration. If a modified form is adopted then the
articles must be delivered for registration and must
comply with the requirements shown in Appendix A on page
11 of this booklet. Table A* will automatically apply to
a company to the extent that its own articles do not
exclude or modify it.
A company that is limited by guarantee or is unlimited
must register articles with the memorandum. These should
be in accordance with Table C* (for limited by guarantee
companies) or E* for (unlimited companies), or as near to
that form as circumstances permit.
*Tables can be found in Statutory Instrument 1985
No.805 (as amended by S.I. 1985, No.1052), which is
available from HMSO bookshops.
- Form 10 - this document gives particulars of the
first director(s), secretary and the intended
address of the registered office. In addition to
names and addresses of the company's officers,
each director must also give their date of birth,
occupation and details of directorships held
within the last five years. A company must
have at least one director and a company
secretary at all times. The same person cannot be
both sole director and company secretary;
- Form 12 - this is a statutory declaration of
compliance with all the legal requirements
relating to the incorporation of a company. It is
signed by a solicitor engaged in the formation of
the company, or by one of the persons named in
the articles as a director or company secretary.
It must be signed in the presence of a
commissioner for oaths, or a notary public, or a
justice of the peace, or a solicitor. Form 12
must not be dated any earlier than any of the
other documents.
The Registrar retains documents delivered to him for
incorporation of a company. Also all company
incorporations are subject to certain checks including
checks of its prospective officers against the
disqualified directors register.
4. CAN I CHOOSE ANY NAME I WANT FOR MY COMPANY?
No. There are some restrictions imposed on the
acceptability of a name. The booklet "Choosing a
Company Name" (CHN2),
available from Companies House, is a brief explanation of
how those restrictions may affect your choice of name.
It is particularly important that you should make
sure that the name you want to use is acceptable before
you complete your company formation documents. You should
also check at Companies House whether there are any other
similar names on the Index. An objection to the name you
have chosen could be received and the company could be
directed to change its name within 12 months of its
incorporation if it is too like a name already registered.
5. HOW MUCH WILL IT COST TO INCORPORATE?
There is a standard registration fee of £20.
Alternatively, Companies House operates a premium service,
whereby incorporations can take place on the same day as
delivery of the incorporation papers, provided they are
delivered before 3 pm. This service costs £100 and is
available at any of the main or branch offices in England
and Wales for companies to be incorporated in England and
Wales, and at Edinburgh and Glasgow for companies to be
incorporated in Scotland. Cheques should be made payable
to Companies House.
6. WHAT IS A REGISTERED OFFICE?
It is the address of a company to which all Companies
House letters and reminders will always be sent. The
registered office can be anywhere in England and Wales, (or
Scotland if your company is registered there). To avoid
delays it is important to make sure that all
correspondence and notices sent to this address are dealt
with promptly. Any change of a company's registered
office address must be notified to Companies House on
form 287.
7. WHAT OFFICERS DOES A COMPANY REQUIRE?
Every incorporated company must have formally
appointed company officers at all times. These officers
are :
A private company must have at least
- one secretary (formal qualifications are not
required but a company's sole director cannot be
company secretary).
A public company must have at least
- one secretary (formally qualified)
Directors' have wide responsibilities but those key
requirements in respect of Companies House are contained
in the notes "Directors and Companies House" (CHN 15). The duties,
qualifications and responsibilities of a company
secretary are explained in the notes "Company
Secretaries Duties and Responsibilities" (CHN 16).
Companies House must be notified on form 288a of the
appointment of a new director or secretary, 288b of an
officer's resignation from the company and 288c for
changes in name or address etc.
8. CAN ANYONE BE A COMPANY DIRECTOR?
In general terms yes, but there are some rules of
which you need to be aware. These are:
- Anyone who is an undischarged bankrupt or is
disqualified by a court from holding a
directorship cannot be a director unless given
leave to act in respect of a particular company
or companies.
- In the case of public limited companies or their
subsidiaries, a person seeking election as a
director and who is over 70 years of age, or who
reaches 70 years while in office, can only be
appointed, or re-appointed, by resolution of the
company in general meeting of which special
notice has been given.
- There is no minimum age limit in the Companies
Acts for a director to be appointed in England
and Wales. However, a director must be able to
consent to their appointment. You should seek
legal advice if you intend to have a very young
person as a director of your company.
- In Scotland the Registrar of Companies will not
register for any company the appointment of a
director who is under the age of 16 years. A
child below that age does not have the legal
capacity to accept a directorship (Age of Legal
Capacity (Scotland) Act 1991). If you need any
further information you should contact Companies
House, Edinburgh.
- Some persons not of British nationality are
restricted as to the employment they may
undertake whilst they are in this country. If you
need any further information about whether such a
person can become a director of a UK registered
company you should contact:
Home Office Immigration and
Nationality Department
Lunar House
Wellesley Road
Croydon
CR9 2BY (Tel: 0181 686 0688)
9. WHERE CAN I OBTAIN THE FORMS MENTIONED IN THIS
BOOKLET?
Companies House cannot supply you with memoranda or
articles of association. Specimens of these documents can
be obtained from law stationers, who can also supply
Forms 10 and 12. Addresses can be found in business
telephone directories. All statutory forms and notes for
guidance are available free of charge from the Companies
House address listed on the back cover of this leaflet.
Copies of the Companies Acts 1985 and 1989 are
available from HMSO bookshops.
10. CAN I DEAL DIRECT WITH COMPANIES HOUSE TO FORM MY
COMPANY?
Yes. However, whilst Companies House staff will be
happy to give you guidance on general matters, they
cannot advise you about the content of the memorandum and
articles, or if an incorporated company is the best
vehicle for your business. You are advised to consult a
company formation or registration agent or a solicitor
when you are considering forming a company.
11. WHERE CAN I GO FOR HELP?
For more information about forming companies please
contact us at:
RM Company Services LTD
2nd Floor, 80 Great Eastern St,
London EC2A 3RX
TEL: ++44 (0) 207-865-0011
EMAIL: rmcs@rmonline.com
APPENDIX A
Documents to be submitted and their contents
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