BLP WS4
Setting up a company
Starting a company from scratch
Registration
Steps in registration
ONE Memorandum of Association
® Must state the subscribers wish to form company and agree to be members taking one share each (s8).
® Must be in form set out in SI 2008/3014.
TWO Application for Registration à Form IN01
s9(1) says it must include:
§ Type of company: 9(2)(c) and (d).
§ Name of company: 9(2)(a) à Note: limitations on what companies can be called (can’t be the same as another,
some restrictions on language). – See below.
§ Address of registered office: 9(2)(b) and (5)(a). – See below.
§ Statement of capital and initial shareholdings: 9(4)(a). – See below.
§ Statement of officers: 9(4)(c). – See below.
§ Statement of initial significant control: 9(4)(d). – See below.
§ Statement of compliance: 9(1). – See below.
§ Copy of articles if required: 9(5)(b).
Statement of Capital
§ States: s10(2)(a) and (b) à
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 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.
THREE Articles of Association
1
Setting up a company
Starting a company from scratch
Registration
Steps in registration
ONE Memorandum of Association
® Must state the subscribers wish to form company and agree to be members taking one share each (s8).
® Must be in form set out in SI 2008/3014.
TWO Application for Registration à Form IN01
s9(1) says it must include:
§ Type of company: 9(2)(c) and (d).
§ Name of company: 9(2)(a) à Note: limitations on what companies can be called (can’t be the same as another,
some restrictions on language). – See below.
§ Address of registered office: 9(2)(b) and (5)(a). – See below.
§ Statement of capital and initial shareholdings: 9(4)(a). – See below.
§ Statement of officers: 9(4)(c). – See below.
§ Statement of initial significant control: 9(4)(d). – See below.
§ Statement of compliance: 9(1). – See below.
§ Copy of articles if required: 9(5)(b).
Statement of Capital
§ States: s10(2)(a) and (b) à
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 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.
THREE Articles of Association
1
