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#16627 - Incorporation & Registration Of Company - Business Law and Practice

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INCORPORATION & REGISTRATION OF COMPANY

  • Sections 7-16 & 30-31 CA 2006

  • To be legally incorporated, a company must be formally registered at Companies House.
Tailor-Made

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

 s.8

  • Appoint new directors

 BR MA 17(1)

  • Statement of compliance

 s.13

  • 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

 BR

MA 3

s.112(2)

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

    • Details of shareholders

    • Share capital amount

 s.10

  • 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)

 ss.18-20

  • Change of registered office

 BR s.87(1)

  • Articles of association

 s.9(4)(d)

Post-Meeting:

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
Other

  • 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
FSMA

  • Shares are a specified investment under Part III Regulated Activities Order s.76

  • It involves a specified activity as you are possibly arranging deals in investments (Art 25) and/or advising on investments (Art 53)

  • It is not excluded; Art 70 exception is not applicable as you are only advising one partner and so they don’t own over 50% of the shares

  • It is therefore a regulated activity therefore need to comply with the scope rules

  • It is not prohibited by Rule 3

  • It is not a restricted activity under Rule 5

  • They must comply with the basic conditions under Rule 4; it is incidental to the provision of professional services
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