(1) The Different Types of Business
Additional points on business medium
● Limited partnership
○ Almost same as general partnership
○ Only difference = have at least one general partner (with unlimited liability) + one limited
partner (with limited liability) + must register at Registrar of Companies
○ Limited partner has limited power over the partnership
● Private companies CANNOT offer shares to the public → only public companies can
● Publicity of information
○ Sole trader + partnership → identity of sole trader / partner + address for service of document
○ Companies + LLP → must reveal certain information to the public + information regarding
directors + shareholders + significant decisions made → by filing documents with the Registrar
of Companies
Incorporation of Private Company
Formalities to incorporation → submit to Companies House
1. Companies House form IN01
2. memorandum of association
3. articles of association
4. applicable fee
Procedure → application to incorporation
1. 3 ways of application
○ Application made online → individuals
○ by post → individuals
○ through suitably enabled software provided by Companies House → for company formation
agent
2. Companies House will check
○ paperwork has been completed correctly and fully
○ Disqualified Directors’ Register
○ correct fee has been paid
3. If requirement fulfilled → company incorporated + issue certificate of incorporation
○ the name and registered number of the company
○ the date of its incorporation
○ whether it is a limited or unlimited company and, if it is limited, whether it is limited by shares or
by guarantee
○ whether it is a private or public company
○ whether the company’s registered office is situated in England and Wales (or in Wales), in
Scotland or in Northern Ireland.
4. Registration for tax
○ Companies must all be registered with HMRC for corporation tax
, ○ Formed by online application → registered for corporation tax automatically
○ Formed by post / formation agent / third party software → have to make a separate application
of corporation tax registration to HMRC within 3 months of starting to do business
Alternative methods to incorporation: Law and accountancy firms → have a shelf company the client can
use → with two directors and two shareholders, each of whom owns one ordinary £1 share
Information included in Form IN01
1) Company name
● Required ending→ Ltd / Plc
● company name must not be the same as an existing company unless it’s part of the same grp /
obtain written confirmation
● Different trading / business name no need to be registered
● Need to check for trademark infringement
2) Registered office
● Purpose = receive official documents + keep certain record + statutory books
● Address is publicly available + cannot be kept private
● Small companies can use solicitor’s / accountant’s address
● Change of address of registered office → need board resolution + file form AD01 at Companies
House
○ Official documents can still be sent to the previous registered office for 14 days after
the change
3) First directors
● Details of director
● Must at least have one director + at least one director is natural person (human being) + over
16 yo
4) Directors’ residential + service addresses
● Each director’s address must be submitted
● residential address will not appear on the public register → only available to SPA or CRA
● If directors dont want → can make an application for it to be kept private
○ Requirement = must be a serious risk of violence or intimidation to the director or a
member of the director’s family + need to provide evidence
○ Example = if the company is engaged in controversial activities such as animal testing
5) Company secretary
● Private companies don't need to have one
● but if got → name and service address must be inserted
● Can also be a director + responsible for administrative work to Companies House
● BUT directors are still liable if company secretary failed to submit certain docs to Companies
House
6) First shareholder = subscribers
● Name + address + details of their shareholding must be inserted
● companies can be incorporated with only one shareholder
● no maximum number of shareholders
● Also need to state people with significant control
, 7) Statement of capital
● Information about share must be inserted
○ number of shares of each type the company has
○ their total nominal value → the company’s share capital
○ what rights each type of share gives the shareholder → prescribed particulars
■ what share of dividends they receive
■ whether they can exchange (‘redeem’) their shares for money
■ whether they can vote on certain company matters
■ how many votes their shares entitle them to
8) Statement of Compliance
● confirm that the requirements of the CA 2006 as to registration have been complied with
Then application will be sent → Companies House will issue a certificate of incorporation
The company’s constitution
Content
1. memorandum of association
2. articles of association
3. the certificate of incorporation
4. current statement of capital
5. copies of any court orders and legislation altering the company’s constitution
6. shareholders’ resolutions affecting the constitution
7. certain agreements involving shareholders
Memorandum of association
● consists of a statement that the subscribers wish to form a company and agree to become a
shareholder
● Requirements of the memorandum
○ must be signed by the subscribers
○ must be in the form set out in the Companies (Registration) Regulations 2008
○ a copy of the correct memorandum must appear on the Companies House website
Articles of Association
● Content
○ notice period for board meetings
○ minimum number of directors required in order for a board meeting to be valid
○ whether the board of directors can refuse to register a new shareholder
○ the circumstances in which a director will be prevented from voting at a board meeting
● Model Articles of Association
○ apply by default if the applicant does not provide their articles when applying to incorporate a
company
○ applicant can choose to adopt the Model Articles in their entirety / part of them
○ 3 options towards Model Articles
, 1) Adopt the Model Articles in their entirety → do not need to file a copy of the Model
Articles + just tick the relevant box on the IN01 form
2) Adopt the Model Articles with some amendments → company’s articles will state
that the Model Articles apply in their entirety save for the provisions listed + list of MA
they wanted to exclude + a list of replacement provisions
3) Supply entirely bespoke articles → must indicate on the IN01 + submit a copy of
their articles when they file the IN01
● Table A → same as Model Articles but for companies incorporated before October 2009
● Voluntary provisions = apply unless they are excluded by the company’s articles + if excluded → will
state ‘subject to the company’s articles’
● Mandatory provisions = rules or obligations which do not state that they are subject to the company’s
articles + cannot be excluded by the company’s articles
● Amending the articles
○ shareholders can amend the articles by special resolution → 75%
○ Procedure
■ must file a copy of the amended articles at Companies House within 15 days of the
amended articles taking effect
■ must file a copy of the special resolution to amend the articles
■ special resolution must be filed at Companies House within 15 days after it is passed
People with significant control
● Must be stated on IN01 form + must keep a register of persons with significant control
● Can be individual / corporate body / firm
● Control is deemed significant if the person holds:
○ more than 25% of the shares
○ more than 25% of the voting rights
○ the right to appoint / remove a majority of the board of directors
● 3 boxes on the form
○ 25% ~ 50% of the company’s shares/voting rights
■ can block special resolutions on their own
■ may block ordinary resolutions if got 50%
○ 50% ~ 75% of the company’s shares/voting rights
■ can both block and pass ordinary resolutions on their own
■ but they cannot pass special resolutions
○ 75% or more of the company’s shares/voting rights
■ can pass special resolutions alone
■ can also pass ordinary resolutions and block both ordinary and special resolutions
Additional points on business medium
● Limited partnership
○ Almost same as general partnership
○ Only difference = have at least one general partner (with unlimited liability) + one limited
partner (with limited liability) + must register at Registrar of Companies
○ Limited partner has limited power over the partnership
● Private companies CANNOT offer shares to the public → only public companies can
● Publicity of information
○ Sole trader + partnership → identity of sole trader / partner + address for service of document
○ Companies + LLP → must reveal certain information to the public + information regarding
directors + shareholders + significant decisions made → by filing documents with the Registrar
of Companies
Incorporation of Private Company
Formalities to incorporation → submit to Companies House
1. Companies House form IN01
2. memorandum of association
3. articles of association
4. applicable fee
Procedure → application to incorporation
1. 3 ways of application
○ Application made online → individuals
○ by post → individuals
○ through suitably enabled software provided by Companies House → for company formation
agent
2. Companies House will check
○ paperwork has been completed correctly and fully
○ Disqualified Directors’ Register
○ correct fee has been paid
3. If requirement fulfilled → company incorporated + issue certificate of incorporation
○ the name and registered number of the company
○ the date of its incorporation
○ whether it is a limited or unlimited company and, if it is limited, whether it is limited by shares or
by guarantee
○ whether it is a private or public company
○ whether the company’s registered office is situated in England and Wales (or in Wales), in
Scotland or in Northern Ireland.
4. Registration for tax
○ Companies must all be registered with HMRC for corporation tax
, ○ Formed by online application → registered for corporation tax automatically
○ Formed by post / formation agent / third party software → have to make a separate application
of corporation tax registration to HMRC within 3 months of starting to do business
Alternative methods to incorporation: Law and accountancy firms → have a shelf company the client can
use → with two directors and two shareholders, each of whom owns one ordinary £1 share
Information included in Form IN01
1) Company name
● Required ending→ Ltd / Plc
● company name must not be the same as an existing company unless it’s part of the same grp /
obtain written confirmation
● Different trading / business name no need to be registered
● Need to check for trademark infringement
2) Registered office
● Purpose = receive official documents + keep certain record + statutory books
● Address is publicly available + cannot be kept private
● Small companies can use solicitor’s / accountant’s address
● Change of address of registered office → need board resolution + file form AD01 at Companies
House
○ Official documents can still be sent to the previous registered office for 14 days after
the change
3) First directors
● Details of director
● Must at least have one director + at least one director is natural person (human being) + over
16 yo
4) Directors’ residential + service addresses
● Each director’s address must be submitted
● residential address will not appear on the public register → only available to SPA or CRA
● If directors dont want → can make an application for it to be kept private
○ Requirement = must be a serious risk of violence or intimidation to the director or a
member of the director’s family + need to provide evidence
○ Example = if the company is engaged in controversial activities such as animal testing
5) Company secretary
● Private companies don't need to have one
● but if got → name and service address must be inserted
● Can also be a director + responsible for administrative work to Companies House
● BUT directors are still liable if company secretary failed to submit certain docs to Companies
House
6) First shareholder = subscribers
● Name + address + details of their shareholding must be inserted
● companies can be incorporated with only one shareholder
● no maximum number of shareholders
● Also need to state people with significant control
, 7) Statement of capital
● Information about share must be inserted
○ number of shares of each type the company has
○ their total nominal value → the company’s share capital
○ what rights each type of share gives the shareholder → prescribed particulars
■ what share of dividends they receive
■ whether they can exchange (‘redeem’) their shares for money
■ whether they can vote on certain company matters
■ how many votes their shares entitle them to
8) Statement of Compliance
● confirm that the requirements of the CA 2006 as to registration have been complied with
Then application will be sent → Companies House will issue a certificate of incorporation
The company’s constitution
Content
1. memorandum of association
2. articles of association
3. the certificate of incorporation
4. current statement of capital
5. copies of any court orders and legislation altering the company’s constitution
6. shareholders’ resolutions affecting the constitution
7. certain agreements involving shareholders
Memorandum of association
● consists of a statement that the subscribers wish to form a company and agree to become a
shareholder
● Requirements of the memorandum
○ must be signed by the subscribers
○ must be in the form set out in the Companies (Registration) Regulations 2008
○ a copy of the correct memorandum must appear on the Companies House website
Articles of Association
● Content
○ notice period for board meetings
○ minimum number of directors required in order for a board meeting to be valid
○ whether the board of directors can refuse to register a new shareholder
○ the circumstances in which a director will be prevented from voting at a board meeting
● Model Articles of Association
○ apply by default if the applicant does not provide their articles when applying to incorporate a
company
○ applicant can choose to adopt the Model Articles in their entirety / part of them
○ 3 options towards Model Articles
, 1) Adopt the Model Articles in their entirety → do not need to file a copy of the Model
Articles + just tick the relevant box on the IN01 form
2) Adopt the Model Articles with some amendments → company’s articles will state
that the Model Articles apply in their entirety save for the provisions listed + list of MA
they wanted to exclude + a list of replacement provisions
3) Supply entirely bespoke articles → must indicate on the IN01 + submit a copy of
their articles when they file the IN01
● Table A → same as Model Articles but for companies incorporated before October 2009
● Voluntary provisions = apply unless they are excluded by the company’s articles + if excluded → will
state ‘subject to the company’s articles’
● Mandatory provisions = rules or obligations which do not state that they are subject to the company’s
articles + cannot be excluded by the company’s articles
● Amending the articles
○ shareholders can amend the articles by special resolution → 75%
○ Procedure
■ must file a copy of the amended articles at Companies House within 15 days of the
amended articles taking effect
■ must file a copy of the special resolution to amend the articles
■ special resolution must be filed at Companies House within 15 days after it is passed
People with significant control
● Must be stated on IN01 form + must keep a register of persons with significant control
● Can be individual / corporate body / firm
● Control is deemed significant if the person holds:
○ more than 25% of the shares
○ more than 25% of the voting rights
○ the right to appoint / remove a majority of the board of directors
● 3 boxes on the form
○ 25% ~ 50% of the company’s shares/voting rights
■ can block special resolutions on their own
■ may block ordinary resolutions if got 50%
○ 50% ~ 75% of the company’s shares/voting rights
■ can both block and pass ordinary resolutions on their own
■ but they cannot pass special resolutions
○ 75% or more of the company’s shares/voting rights
■ can pass special resolutions alone
■ can also pass ordinary resolutions and block both ordinary and special resolutions
