Incorporating a Company…..
In these FAQ’s Nicola Paton (Partner and Solicitor at Parker Arrenberg Solicitors) explains the process of incorporating a Company.
The rules for incorporating a company in England and Wales are set out in the Companies Act 2006. A new business may be set up as a company, or an existing business (such as a sole trader) may be incorporated as a company.
Are there different types of Companies that can be registered?
Yes – Most people associate a company as being limited by shares, however the Companies Act allows for 3 type types of incorporation: Company limited by shares, a Company limited by guarantee and an Unlimited company.
What is the difference between a tailor-made company or shelf company?
When incorporating a company at Companies House the company must file the necessary documents and pay a fee. The company is brought goes ‘live’ when the Registrar of Companies (the Registrar) issues the certificate of incorporation.
The persons intending to incorporate the company, protective owners, can either buy a company that has already been incorporated but has not yet traded (a shelf company) or they can register a new company with documents that are specifically tailored to their requirements (a tailor-made company)
What legal documentation does a company require?
- Company constitution – made up of Articles of association, resolutions and agreements.
- Memorandum of association
- Articles of association
If I want to incorporate myself, what information do I provide to Companies House?
A Form NI01, this is the application for registration and your memorandum of association must be submitted to the Registrar.
What information do I need to provide on the NI01?
- The proposed company name (also include if the proposed name contains any restricted words, such a ‘solicitor. The use of such works require approval.
- Details of business activities.
- the registered office.
- whether the registered office is to be located in England and Wales, Scotland or Northern Ireland
- your articles of association (you can adopt model articles).
- Details of directors and secretary including their personal details : full name, date of birth, country of residence, nationality; occupation (if any); and usual residential addresses.
Do all companies require a secretary?
No – Private companies do not have to have a company secretary.
Why does a company need a Memorandum of association?
The Memorandum of Association defines how activities are to be managed within the company and includes the process for appointing directors and the handling of financial records. It can be regarded as a user’s handbook for a company, outlining the procedures for day-to-day operations of the Company.
Why does a Company need Articles of Association?
The articles of association are an important document for a company as it holds the rules, regulations and bye-laws for company administration and management of the company.
Where do I file my incorporation documents?
With the Registrar at Companies House. Either by post: The Registrar of Companies, Companies House, Crown Way, Cardiff CRF14 3UZ or online at www.gov.uk/limited-company-formation
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