BLP WS4
Setting up a company
Starting a company from scratch
Registration
Setting up the company from scratch = no company in existence at the start of the process
Steps in registration
ONE Memorandum of Association
Must state subscribers who wish to form company & agree to be members taking one share each (s8).
Must be in form set out in SI 2008/3014.
TWO Application for Registration Form IN01
s9(1) says it must include:
Type of company: 9(2)(c) and (d).
Name of company: 9(2)(a) NB: limitations on what companies can be called (can’t be the same as
another, some restrictions on language).
Address of registered office: 9(2)(b) and (5)(a).
Statement of capital and initial shareholdings: 9(4)(a).
Statement of officers: 9(4)(c).
Statement of initial significant control: 9(4)(d).
Statement of compliance: 9(1).
Copy of articles if required: 9(5)(b).
Statement of Capital
States: s10(2)(a) and (b)
o Total number of shares to be taken by subscribers;
o Total nominal value of shares;
o Rights attaching to shares.
Amount of money unpaid on each share: s10(2)(ba).
If not paid in full – state unpaid and paid-up amounts.
Identifies each subscriber to the memorandum and how many shares they take: s10(4).
Each must take at least one share (s8(1)(b)) and company must have minimum of one share and one
shareholder (s7).
Ordinary shares = right to vote at SH meetings.
Preference shares = may not have right to vote.
Statement of Officers
Officers = directors and company secretary.
Name, home address, service address, country of residence, nationality, business OCC, DOB: s163
o Home address not visible to public: s242(1) and no need to give/may remove if risk of violence
(apply: Form SR04 and £100 fee): s243 and SI 2009/214.
o Must give service address – s12(2)(a) and 163(1)(b) – any address okay, inc registered office.
Public company must have two directors: s154(2).
Private company must have one director: s154(1).
Proposed officers must consent to act by giving statement.
If corporate director, must authorise human to act for them s155(1). Info required to be given about
corporate director in s164.
Statement of Compliance
Requirement to have one: s9(1) and s13.
A signed statement of compliance is sufficient evidence of compliance: s13(2).
People with initial significant control
Must indicate whether there is a person with significant control.
If there is person with significant control, and this is an individual include name, country of residence,
nationality, DOB, service address and residential address on form
1
, BLP WS4
THREE Articles
Every company must have a set: s18.
No need to attach if using model articles: s18(2) and 20(1)(a).
BUT have to submit a copy s9(5)(b):
o Of any amendments: s20(1)(b); or
o Of a bespoke set: s18(2).
If any articles are to be entrenched, notify registrar on the application.
FOUR Fee
Depends whether filed electronically or in hard copy form
Effects of registration
Company formed with name given in certificate of incorporation: s16(2).
It is now capable of exercising all the legal functions of a company: s16(3).
Limited liability protection begins: s16(4).
Subscribers to memo of association become shareholders owning shares specified in the statement of
capital: s16(5).
Directors and secretary take up their positions: s16(6).
Other considerations
(1) Company Secretary
Private limited company does not need one: s279(1).
Public company: must have one: s271.
If appointing secretary, use form IN01: name, service address: s12(1) and s277.
Corporate secretary is possible but you need to authorise a human to carry out the tasks.
(1) Registered Office
Company must have one: s86.
Address to which communications and notices may be sent, need not be actual place of business.
Must state country – must be in relevant jurisdiction.
(2) Company Name
s66(1): companies must not be registered under the same name as another company search
index at Companies House.
o SI 2009/1085: same name includes not only identical names but names which would be the
same if simple elements were discarded eg ltd/plc, punctuation or plurals.
o s59: private limited company must have ltd/limited/cyf at the end of name.
s53: no offensive names – defined by Secretary of State for BEIS.
SI 2009/1085 CBN (MP) Regs 2009 Sch 3: certain signs may not be included in a name.
Names must not exceed 160 characters.
s54: connection with public authority, Olympics, government: see list in SI 2009/2892 – must have
Secretary of State for BEIS approval.
o Make request in writing: s 56.
s69: any person may make application to CNT to change company’s name if applicant has goodwill in
that name ie reputation of any description or is likely to mislead by suggesting a connection.
May choose to trade under business name different to registered name – trading name.
o No need to register.
o BUT subject to some similar restrictions.
2
Setting up a company
Starting a company from scratch
Registration
Setting up the company from scratch = no company in existence at the start of the process
Steps in registration
ONE Memorandum of Association
Must state subscribers who wish to form company & agree to be members taking one share each (s8).
Must be in form set out in SI 2008/3014.
TWO Application for Registration Form IN01
s9(1) says it must include:
Type of company: 9(2)(c) and (d).
Name of company: 9(2)(a) NB: limitations on what companies can be called (can’t be the same as
another, some restrictions on language).
Address of registered office: 9(2)(b) and (5)(a).
Statement of capital and initial shareholdings: 9(4)(a).
Statement of officers: 9(4)(c).
Statement of initial significant control: 9(4)(d).
Statement of compliance: 9(1).
Copy of articles if required: 9(5)(b).
Statement of Capital
States: s10(2)(a) and (b)
o Total number of shares to be taken by subscribers;
o Total nominal value of shares;
o Rights attaching to shares.
Amount of money unpaid on each share: s10(2)(ba).
If not paid in full – state unpaid and paid-up amounts.
Identifies each subscriber to the memorandum and how many shares they take: s10(4).
Each must take at least one share (s8(1)(b)) and company must have minimum of one share and one
shareholder (s7).
Ordinary shares = right to vote at SH meetings.
Preference shares = may not have right to vote.
Statement of Officers
Officers = directors and company secretary.
Name, home address, service address, country of residence, nationality, business OCC, DOB: s163
o Home address not visible to public: s242(1) and no need to give/may remove if risk of violence
(apply: Form SR04 and £100 fee): s243 and SI 2009/214.
o Must give service address – s12(2)(a) and 163(1)(b) – any address okay, inc registered office.
Public company must have two directors: s154(2).
Private company must have one director: s154(1).
Proposed officers must consent to act by giving statement.
If corporate director, must authorise human to act for them s155(1). Info required to be given about
corporate director in s164.
Statement of Compliance
Requirement to have one: s9(1) and s13.
A signed statement of compliance is sufficient evidence of compliance: s13(2).
People with initial significant control
Must indicate whether there is a person with significant control.
If there is person with significant control, and this is an individual include name, country of residence,
nationality, DOB, service address and residential address on form
1
, BLP WS4
THREE Articles
Every company must have a set: s18.
No need to attach if using model articles: s18(2) and 20(1)(a).
BUT have to submit a copy s9(5)(b):
o Of any amendments: s20(1)(b); or
o Of a bespoke set: s18(2).
If any articles are to be entrenched, notify registrar on the application.
FOUR Fee
Depends whether filed electronically or in hard copy form
Effects of registration
Company formed with name given in certificate of incorporation: s16(2).
It is now capable of exercising all the legal functions of a company: s16(3).
Limited liability protection begins: s16(4).
Subscribers to memo of association become shareholders owning shares specified in the statement of
capital: s16(5).
Directors and secretary take up their positions: s16(6).
Other considerations
(1) Company Secretary
Private limited company does not need one: s279(1).
Public company: must have one: s271.
If appointing secretary, use form IN01: name, service address: s12(1) and s277.
Corporate secretary is possible but you need to authorise a human to carry out the tasks.
(1) Registered Office
Company must have one: s86.
Address to which communications and notices may be sent, need not be actual place of business.
Must state country – must be in relevant jurisdiction.
(2) Company Name
s66(1): companies must not be registered under the same name as another company search
index at Companies House.
o SI 2009/1085: same name includes not only identical names but names which would be the
same if simple elements were discarded eg ltd/plc, punctuation or plurals.
o s59: private limited company must have ltd/limited/cyf at the end of name.
s53: no offensive names – defined by Secretary of State for BEIS.
SI 2009/1085 CBN (MP) Regs 2009 Sch 3: certain signs may not be included in a name.
Names must not exceed 160 characters.
s54: connection with public authority, Olympics, government: see list in SI 2009/2892 – must have
Secretary of State for BEIS approval.
o Make request in writing: s 56.
s69: any person may make application to CNT to change company’s name if applicant has goodwill in
that name ie reputation of any description or is likely to mislead by suggesting a connection.
May choose to trade under business name different to registered name – trading name.
o No need to register.
o BUT subject to some similar restrictions.
2
