Contents
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Introduction
This booklet is
about requirements
for the incorporation
of private limited
companies, public
limited companies
(PLCs) and unlimited
companies. It explains
the difference between
these types of company
and the formation
documents, membership,
capital and officers
that each requires.
The booklet does
not explain about
controls applied
to the use of certain
company names. For
information on this,
please read our
booklet, 'Company
Names'.
All incorporated
companies must disclose
certain information
to Companies House
for the public record
and to the people
they deal with.
This booklet tells
you:
- when changes
in the company's
circumstances
and particulars
must be notified
to Companies House;
- where you must
display the company
name and what
information must
appear on company
stationery.
This
booklet is only
intended as an introduction
to these continuing
obligations. Other
booklets in this
series are mentioned
in the text; they
cover individual
subjects in more
detail.
You will find the
relevant law in
the Companies Act
1985 (as amended
in 1989 and later).
Setting
up a company
brings many
obligations.
It may be
worthwhile
taking advice
from a solicitor
or accountant
as to whether
an incorporated
company
is the best
way for
you to run
your business.
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CHAPTER 1
New companies
1. Is there
more than one type
of company?
There are four main
types of company:
-
Private
company limited
by shares -
members' liability
is limited to
the amount unpaid
on shares they
hold.
-
Private
company limited
by guarantee
- members' liability
is limited to
the amount they
have agreed
to contribute
to the company's
assets if it
is wound up.
- Private unlimited
company - there
is no limit to
the members' liability.
-
Public
limited company
(PLC) - the
company's shares
may be offered
for sale to
the general
public and members'
liability is
limited to the
amount unpaid
on shares held
by them. More
about PLCs can
be found in
chapter
2.
2.
Who can form a company?
The Companies Act
generally allows
one or more persons
to form a company
for any lawful purpose
by subscribing to
its memorandum of
association. However,
a public company
or an unlimited
company must have
at least two subscribers.
Information about
companies formed
by a single person
can be found in
chapter
3. (In law,
'person' includes
individuals and
companies.)
3. How do
I form a company?
Ready-made companies
are available from
company formation
agents whose names
and addresses appear
in the Yellow Pages.
If you incorporate
a company yourself,
you will need to
send the following
documents, together
with the registration
fee (see question
13 below) to
the Registrar of
Companies:
- A memorandum
of association
- Articles of
association (except
where Table A
is adopted without
modification -
see
question 5)
- Form 10
- Form 12
Each of these documents
is explained below.
4. What is
a memorandum of association?
This document sets
out:
Other
clauses to be included
in the memorandum
depend on the type
of company being
incorporated. The
form of memorandum
for each type of
company is set out
in a set of tables
called The Companies
(Tables A to F)
Regulations, 1985.
(In this booklet
we have called them
'the Tables'.) The
company's memorandum
delivered to the
Registrar must be
signed by each subscriber
in front of a witness
who must attest
the signature.
Tables
The Companies
(Tables A
to F) Regulations
1985, SI 1985/805,
(ISBN 0110568052),
and the Companies
(Tables A
to F) (Amendment)
Regulations
1985, SI 1985/1052
(ISBN 0110570529)
are available
to buy from
‘The
Stationery
Office Limited’
at www.tso.co.uk/bookshop.
Table A was
further amended
by the Companies
Act 1985 (Electronic
Communication)
Order 2000,
SI 2000/3373.
This is available,
free of charge,
at www.legislation.hmso.gov.uk/si/si2000/20003373.html. |
5. What
are articles of
association?
This document sets
out the rules for
the running of the
company's internal
affairs. Model articles
are provided in
the Tables mentioned
above.
A company may adopt
the whole of Table
A as its articles
or any part of it.
A company limited
by shares which
has adopted the
whole of Table A
without modification
does not need to
deliver a copy for
registration. However,
you must attach
a letter to your
application saying
this.
NOTE:
If
you adopt
Table A without
modification
then you will
need to appoint
at least two
directors.
However, a
private company
can have just
one director,
if it's articles
allow ( see
question 8).
So if your
company will
have only
one director,
you need to
adopt a modified
version of
Table A. |
If Table A is adopted
with modifications,
you must deliver
the articles for
registration.
All companies that
are limited by guarantee
or unlimited must
register articles.
These should be
in accordance with,
or as near to that
form as circumstances
permit, the following
tables:
| Company
limited by guarantee
without share
capital |
Table
C |
| Unlimited
company with
share capital |
Table
E |
The company's articles
delivered to the
Registrar must be
signed by each subscriber
in front of a witness
who must attest
the signature.
6. What
is Form 10?
Form 10 gives details
of the first director(s),
secretary and the
intended address
of the registered
office. As well
as their names and
addresses, the company's
directors must give
their date of birth,
occupation and details
of other directorships
they have held within
the last five years.
Each officer appointed
and each subscriber
(or their agent)
must sign and date
the form.
Officers
acting as
both director
and secretary
The same person
can be both
a director
and company
secretary,
provided there
is another
director.
A sole
director cannot
also be the
company secretary. |
7. What
is a registered
office?
It is the address
of a company to
which Companies
House letters and
reminders will be
sent. The registered
office can be anywhere
in England and Wales
(or Scotland if
your company is
registered there).
The registered office
must always be an
effective address
for delivering documents
to the company,
and to avoid delays
it is important
that all correspondence
sent to this address
is dealt with promptly.
If a company changes
its registered office
address after incorporation,
the new address
must be notified
to Companies House
on Form 287.
Valid
addresses
Companies
House uses
the Post
Office address
file to
verify addresses;
so, to avoid
delays,
please ensure
that your
proposed
registered
office address
is recognised
by the Post
Office and
always give
the correct
postcode
on forms
sent for
registration.
|
8.
What is the minimum
number of officers
a company requires?
Every company must
have formally appointed
company officers at
all times.
A private company
must have at least:
A public company must
have at least:
- two directors;
- one secretary
- formally qualified,
see chapter
2.
All
company officers
have wide responsibilities
in law, but the
key requirements
are contained in
our booklet, 'Directors
and Secretaries
Guide'.
After incorporation,
you must tell Companies
House about:
9. Can anyone
be a company director?
In general terms,
yes, but there are
some rules. You can't
be a company director
if:
-
you
are an undischarged
bankrupt or
disqualified
by a court from
holding a directorship,
unless given
leave to act
in respect of
a particular
company or companies;
-
in
the case of
PLCs or their
subsidiaries,
you are over
70 years of
age or reach
70 years of
age while in
office, unless
you are appointed
or re-appointed
by resolution
of the company
in general meeting
of which special
notice has been
given.
There
is no minimum age
limit in the Companies
Act for a director
to be appointed
in England and Wales.
However, he or she
must be able to
consent to their
own appointment.
You should seek
legal advice if
you intend to have
a very young person
as a director of
your company.
In Scotland the
Registrar will not
register for any
company the appointment
of a director under
the age of 16 years
old. A child below
that age does not
have the legal capacity
to accept a directorship
- Age of Legal Capacity
(Scotland) Act 1991.
If you need more
information, contact
Companies House,
Edinburgh.
Some people not
of British nationality
are restricted as
to what work they
may do while in
this country. If
you need more information
about whether such
a person can become
a director of a
UK-registered company,
contact:
Home Office Immigration
and Nationality
Department
Lunar House
Wellesley Road
Croydon
CR9 2BY (Tel:
0870 606 7766)
10. What
is a Form 12?
Form 12 is a statutory
declaration of compliance
with all the legal
requirements relating
to the incorporation
of a company. It
must be signed by
a solicitor who
is forming the company,
or by one of the
people named as
a director or company
secretary on Form
10. It must be signed
in the presence
of a commissioner
for oaths, a notary
public, a justice
of the peace or
a solicitor.
Signing
the declaration
on Form 12
-
Form
12 must
be signed
and dated
after
all the
other
documents
are signed
and dated.
This is
because
Form 12
confirms
that all
other
registration
requirements
have been
completed.
-
The
form must
clearly
show if
a person
has signed
on behalf
of a corporate
director.
If it
appears
that the
person
who signed
is not
a director,
this will
cause
delay.
|
11. What
happens to the documents
sent to the Registrar?
All company formation
documents are subject
to certain checks
including checks
of prospective officers
against the Disqualified
Directors' Register.
The Registrar then
keeps the documents
and makes them available
for public inspection.
12. Can
I choose any name
I want for my company?
No. There are some
restrictions on
your choice of company
name. Our booklet,
'Company Names',
explains how those
restrictions may
affect your choice
of name.
Company
name checks
It is important
to check that
the name you
want is acceptable
to Companies
House before
you complete
the company
formation
documents.
Briefly, the
restrictions
are that:
- you
cannot
register
the same
name as
another
company;
- the
use of
certain
words
is restricted;
and
- names
likely
to cause
offence
are not
allowed.
It is also
important
to check whether
your chosen
name is similar
to any other
names already
on the register.
If your chosen
name is too
like another
name, an objection
could be made
within the
12 months
following
the incorporation
of your company
and you could
be directed
by the Secretary
of State to
change the
company's
name. |
13. How
much does Companies
House charge to
incorporate a company?
Our standard registration
fee is £20, but
our premium service
(cost: £80) provides
incorporation on
the same day as
we receive the formation
documents, if they
are hand delivered
before 3pm. Posted
applications cannot
be given the same
guarantee although,
in most cases, we
will register the
application on the
same day of receipt.
Same-day
applications
Posted, couriered
and other
sealed same-day
applications
must be clearly
marked on
the envelope
'for the attention
of New Companies
Section' and
'Same-day
Incorporation'.
|
Cheques should be
made payable to
Companies House.
14. Where
can I obtain forms
to incorporate a
company?
Forms 10 and 12
are available free
of charge from Companies
House but we cannot
provide a memorandum
or articles of association.
Specimens of these
documents can be
obtained from legal
stationers, accountants,
solicitors or company
formation agents
who can also supply
Forms 10 and 12.
Names and addresses
are available in
business phone books.
15. Can
I deal direct with
Companies House
to form my company?
Yes. However, while
our staff will be
happy to give you
guidance on general
matters (such as
filling in forms
or advice on company
names), they cannot
advise you about
the content of the
memorandum and articles,
or if an incorporated
company is the best
vehicle for your
business.
If you are unsure
about any aspect
of forming a company,
please seek professional
advice from your
solicitor, accountant
or company formation
agent.
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CHAPTER 2
Public limited companies
1. What
is a public limited
company?
A public limited
company is a company
which is registered
as such and complies
with the following:
-
It
must state that
it is a public
limited company
both in its
memorandum and
in its name.
The memorandum
must contain
a clause stating
that it is a
public limited
company and
the name must
end with 'Public
Limited Company'
or 'PLC' (or
if it is a Welsh
company, the
Welsh equivalents
'Cwmni Cyfyngedig
Cyhoeddus' or
'CCC').
-
The
memorandum must
be in the form
specified in
Table F of the
Tables (see
question
4, chapter 1)
or as near to
that form as
circumstances
permit.
- It must have
an authorised
share capital
of at least £50,000.
-
Before
it can start
business, it
must have allotted
shares to the
value of at
least £50,000.
A quarter of
them, £12,500,
must be paid
up. Each allotted
share must be
paid up to at
least one quarter
of its nominal
value together
with the whole
of any premium.
For
example, if a share
with a nominal value
of £1 is sold for
£6, then it is said
to have a premium
of £5. This premium
must be paid to
the company, together
with a minimum of
a quarter of the
nominal value of
each share. That
is £0.25p plus £5,
making a total payment
of £5.25.
Further information
about share capital
is available in
our booklet, 'Share
Capital and Prospectuses'.
2. Can a
PLC issue shares
in another currency?
Yes, if it has passed
the necessary resolutions
to adopt that currency
as part of its authorised
capital and given
the directors the
authority to allot
that capital. However,
it must always have
at least the authorised
minimum of £50,000
sterling in issued
capital, irrespective
of what other currency
it uses.
A company may use
as many currencies
as it wishes for
its share capital
provided that they
are true currencies.
3. When
can a PLC start
business?
A newly formed PLC
must not begin business
or exercise any
borrowing powers
until it has a certificate
issued under section
117 of the Companies
Act 1985 confirming
that the company
has issued share
capital of at least
the statutory minimum
(see question one).
You can get this
certificate from
Companies House
by completing Form
117. Once issued,
the certificate
is proof that the
company is entitled
to do business and
borrow. We will
normally post you
the certificate,
but we can fax a
copy for collection
at any Companies
House office if
you ask for this
when you deliver
Form 117 for registration.
4. Are there
any other restrictions
on a PLC?
Yes. There are four
main restrictions:
-
A
PLC must have
at least two
members and
at least two
company directors.
The secretary
(or each joint
secretary) must
also be a person
who appears
to the directors
to have the
necessary knowledge
and ability
to fulfil the
functions and
who:
(a) held the
office of secretary
or assistant
or deputy secretary
on 22 December
1980; or
(b) for at least
three of the
five years before
their appointment,
held the office
of secretary
of a non-private
company; or
(c) is a barrister,
advocate or
solicitor called
or admitted
in any part
of the United
Kingdom; or
(d) is a person
who, by virtue
of his or her
previous experience
or membership
of another body,
appears to the
directors to
be capable of
discharging
the function | 
