Company registration and company constitution

Company registration

How is a company registered?

Section 7 of the Act reads in full as follows:

'(1) A company is formed under this Act by one or more persons -

subscribing their names to a memorandum of association (see section 8), and

complying with the requirements of this Act as to registration (see sections 9 to 13).

(2) A company may not be so formed for an unlawful purpose.'

The memorandum must be submitted to the Registrar of Companies together with a completed form IN01 Application to register a company. Unless it is intended that the company will exclusively rely on the relevant model articles, articles of association must accompany these documents.

What are the contents of Form IN01 to register a company?

There are separate sections within each Part, but the form is divided into five Parts as follows:

Part 1 Company details

Part 2 Proposed officers

Part 3 Statement of capital

Part 4 Statement of guarantee

Part 5 Statement of compliance

What is included in the Company details Part of the form 'Application to register a company'?

The following sections are within this Part of the form:

Proposed company name in full

Company name restrictions

Exemption from name ending with 'Limited' or 'Cyfyngedig'

Company type

Situation of registered office

Registered office address

Articles of association

Restricted company articles

What is included in the Proposed officers Part of the form 'Application to register a company'?

The Part includes the name and disclosable details of the first company secretary, if there is to be a company secretary. There are separate sections if the company secretary is a corporate secretary.

It also includes the names and disclosable details of the first directors. There are separate sections if one or more directors are corporate directors.

All the proposed officers must sign to show that they are willing to act.

What is included in the Statement of capital Part of the form 'Application to register a company'?

This Part is required for companies having a share capital, which are approximately 97 per cent of all companies. It is designed to capture the information required under Section 10 of the Act. Section 10 reads in full as follows:

'(1) The statement of capital and initial shareholdings required to be delivered in the case of a company that is to have a share capital must comply with this section.

It must state -

the total number of shares of the company to be taken on formation by the subscribers to the memorandum of association,

the aggregate nominal value of these shares,

for each class of shares -

prescribed particulars of the rights attached to the shares,

the total number of shares of that class, and

the aggregate nominal value of shares of that class, and

the amount to be paid up and the amount (if any) to be unpaid on each share (whether on account of the nominal value of the share or by way of premium).

It must contain such information as may be prescribed for the purpose of identifying the subscribers to the memorandum of association.

It must state, with respect to each subscriber to the memorandum

the number, nominal value (of each share) and class of shares to be taken by him on formation, and

the amount to be paid up and the amount (if any) to be unpaid on each share (whether on account of the nominal value of the share or by way of premium).

(5) Where a subscriber to the memorandum is to take shares of more than one class, the information required under subsection (4)(a) is required for each class.'

What is included in the Statement of guarantee Part of the form 'Application to register a company'?

This Part is required for companies not having a share capital, which is approximately three per cent of all companies. It is designed to capture the information required under Section 11 of the Act. Section 11 reads in full as follows:

'(1) The statement of guarantee required to be delivered in the case of a company that is to be limited by guarantee must comply with this section.

It must contain such information as may be prescribed for the purpose of identifying the subscribers to the memorandum of association.

It must state that each member undertakes that, if the company is wound up while he is a member, or within one year after he ceases to be a member, he will contribute to the assets of the company such amount as may be required for -

payment of the debts and liabilities of the company contracted before he ceases to be a member,

payment of the costs, charges and expenses of winding up, and

adjustment of the rights of the contributories among themselves, not exceeding a specified amount.'

What is the Statement of compliance in the form 'Application to register a company'?

The wording is 'I confirm that the requirements of the Companies Act 2006 as to registration have been complied with'. It must be signed either by every subscriber to the memorandum or by an agent if the application is delivered by an agent.

Prior to 1st October 2009 a statutory declaration was required but this is no longer the case.

 
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