How do I form a company?
Limited Company Formations have progressed dramatically over the last few years and the process is now very simple allwoing for individuals to incorporate a Limited Company in a few hours, but in addition to this allows a previously formed and dormant Company to be purchased.
What is a memorandum of association?
This document sets out:
- the company’s name,
- where the registered office of the company is situated (in England, Wales or Scotland); and
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what it will do (its objects). The object of a company is often a statement to stipulate the Company will be a General Commercial Company.
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.
The New Companies Act 2006 which is progressively being introduced up to October 2009 will eventually over rule the above mentioned Company Regulations.
This document sets out the rules for the running of the company’s internal affairs.
All Limited Companies must register articles which are to be in accordance with the type of Limited Company, i.e. limited by shares, guarantee or unlimited.
The company’s articles delivered to the Registrar must be signed by each subscriber in front of a witness who must attest the signature.
The Registered Office of a Company is the address that governmental boards such as Companies House and the Inland Revenue associate the Company to, this address is also on the public record. 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.
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 one serving officer which must be a director. Since the introduction of the Companies Act 2006 the appointment of a Company secretary is optional, but the Memorandum and Articles for the Company must allow for this.:
A public company must have at least:
- two directors;
- one secretary - formally qualified.
All company officers have wide responsibilities in law of which can all be seen at Companies House.
The dealing with Company Officers is important and to keep the details accurate is also important, these can be dealt with as follows:
- the appointment of a new officer - use Form 288a;
- an officer’s resignation from the company - use Form 288b;
- changes in an officer’s name, address or other details 288c.
Can I choose any name I want for my company?
No. You can only use a name which is completely individual and not too similar to another existing company. For instance when the word "and" is used the sign equivalent "&" would not distinguish two names such as B and S Limited and B & S Limited. Furthermore punctuation and gaps do not distinguish names either, so Bands Limited would be the same as the above and so would B.A.N.D.S. Limited. Further non distinguishing words are "The", "Co"and "Company" meaning the addition of these to the above would not make them individual, i.e. "The B & S Company Limited" would be the same as "BANDS Limited".
There are several words which are classed as sensitive by Companies House, as per this list of sensitive words.
One further area to consider is that if a Company Name is trademarked they can opt to enforce a Company name change through legal means.
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