Registration of companies

How is a company registered?

The following documents with the required fee must be submitted to the Registrar of Companies:

A memorandum of association in the required form authenticated by at least one subscriber.

Articles of association, unless it is intended that the company will exclusively use the model articles for that type of company.

Form IN01 Application to register a company. This form supplies prescribed information to the Registrar.

The formal approval of the name of the company (if required).

If everything is in order, the Registrar will issue a certificate of incorporation and place the company on the list of registered companies.

Is there a quick, cheap and easy way of getting my own company?

You should probably approach a company formation agent. These agents register and provide so called off-the-shelf companies. They register batches of companies with standard features, with them and their staff as the directors. The companies are kept dormant. On application from you they will change the name (if required), the registered office, and the directors. They will also make any other required changes. Unless something out of the ordinary is wanted the whole thing should cost less than a hundred pounds, plus the amount paid for the shares of course.

Is it possible to change a company's form of registration?

A company with a share capital still cannot re-register as a company limited by guarantee, and a company limited by guarantee still cannot re-register as a company with a share capital. Subject to complying with the correct procedures (which vary) the following are possible:

A private company (limited or unlimited) with shares can become a public company limited by shares.

A public company limited by shares can become a private company limited by shares.

An unlimited company can become a private company limited by shares or by guarantee.

A private company limited by shares or by guarantee can become an unlimited company.

A public company limited by shares can become a private unlimited company.

Can a company registered in England and Wales change its place of registration to Scotland?

No this is not possible, and neither can a company registered in Scotland change its place of registration to England and Wales. What you can do is register a new company in Scotland, then sell or transfer the first company's assets and business to it. Then the first company can be wound up or struck-off. Its name should then be available and the

Scottish company should be able to change its name to that of the first company.

Companies limited by shares

What are the essential features of a company limited by shares?

Around 97 per cent of companies are limited by shares. They are either PLCs or private companies limited by shares. The obvious point to make is that in the event of the company becoming insolvent the liability of the members for the company's debts is limited by the amount of the shares that they hold. Their shares become worthless and they must pay up any unpaid sums on the shares, but that is the limit of their liability.

The fact that there are shares means that there is the prospect of the members receiving dividends. There is a lot of law about shares, share capital and dividends, and the provisions of the articles will be very relevant. Table A is the model set of articles for a public or private company registered before 1st October 2009 that is limited by shares. New model articles took effect from 1st October 2009 for companies registered from that date. From 1st October 2009 there are separate model articles for public companies and for private companies limited by shares.

 
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