ELEMENTS OF A COMPANY
Key issues of constitution and operation
What is a company?
Separate legal entity – can enter into contracts, separate legal personality and
can incur debts
Limited liability
Owners – shareholders
Managers – directors
o Owners and directors are often the same people in small companies
Companies Act 2006
1300 clauses and 16 schedules
Aim was to make it simpler for companies
In force since Oct 2009
Aims = Make UK companies more competitive and “think small first”
Affects all companies incorporated since 2009.
NB companies that existed before 2009 must take positive steps and ELECT to
changeover – many have done this, for exam purposes company will always
have incorporated these provisions
1
, What’s in a company?
Name will be registered at companies house
May change its name over the course of its life, will have to notify companies
house
Unique to individual company
Partnership or trader may have chosen a trademark but may not have
registered as a limited company
Limitations for names of companies – some things that link with government
and crown and things that are contrary to morality
Incorporation – CA 2006
Online on companies house (£12 to set up brand new company) or using IN01
paper form (£40) or same day (£100)
Articles of Association – one constitutional document for each company.
many model articles of association that came with CA 2006
Tailor-made v off-the-shelf –
Constitution – CA 2006
Articles of Association – governing document of a company. rules by which a
company operates. What is in there is usually a requirement of the company.
can be changed nevertheless
o Internal management (Model Articles from CA 2006)
Ongoing Formalities (incl Changes under Small Business, Enterprise and
Employment Act 2015 ) said that all communication/ statutory requirements can
now be completed online
https://www.gov.uk/government/organisations/companies-house
will be given companies house forms in SGSs – can all be completed online
Online updates to info or forms to be submitted
Statutory Books Must be available for inspection
o Register of directors
o Register of secretaries
o Register of directors’ residential addresses
o Register of applications and allotments
o Register of People with Significant Control
Confirmation statement (CS01) – informing companies house that nothing has
changed/ already informed them of everything
Key issues in decision making
Type – type of decision is it? And who is involved?
Personnel
Business
2
Key issues of constitution and operation
What is a company?
Separate legal entity – can enter into contracts, separate legal personality and
can incur debts
Limited liability
Owners – shareholders
Managers – directors
o Owners and directors are often the same people in small companies
Companies Act 2006
1300 clauses and 16 schedules
Aim was to make it simpler for companies
In force since Oct 2009
Aims = Make UK companies more competitive and “think small first”
Affects all companies incorporated since 2009.
NB companies that existed before 2009 must take positive steps and ELECT to
changeover – many have done this, for exam purposes company will always
have incorporated these provisions
1
, What’s in a company?
Name will be registered at companies house
May change its name over the course of its life, will have to notify companies
house
Unique to individual company
Partnership or trader may have chosen a trademark but may not have
registered as a limited company
Limitations for names of companies – some things that link with government
and crown and things that are contrary to morality
Incorporation – CA 2006
Online on companies house (£12 to set up brand new company) or using IN01
paper form (£40) or same day (£100)
Articles of Association – one constitutional document for each company.
many model articles of association that came with CA 2006
Tailor-made v off-the-shelf –
Constitution – CA 2006
Articles of Association – governing document of a company. rules by which a
company operates. What is in there is usually a requirement of the company.
can be changed nevertheless
o Internal management (Model Articles from CA 2006)
Ongoing Formalities (incl Changes under Small Business, Enterprise and
Employment Act 2015 ) said that all communication/ statutory requirements can
now be completed online
https://www.gov.uk/government/organisations/companies-house
will be given companies house forms in SGSs – can all be completed online
Online updates to info or forms to be submitted
Statutory Books Must be available for inspection
o Register of directors
o Register of secretaries
o Register of directors’ residential addresses
o Register of applications and allotments
o Register of People with Significant Control
Confirmation statement (CS01) – informing companies house that nothing has
changed/ already informed them of everything
Key issues in decision making
Type – type of decision is it? And who is involved?
Personnel
Business
2
