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3. HOW TO SET UP A NEW PRIVATE LIMITED COMPANY BY SHARES FROM A SCRATCH…
3.
HOW TO SET UP A NEW PRIVATE LIMITED COMPANY BY SHARES FROM A SCRATCH
RESGISTRATION
The Registrar will...
Check the delivered documents
Register the delivered documents
Issue a certificate of incorporation
The company comes into existence
Methods
Paper registration
What to do...?
Prepare hard copies of necessary documents
Send the documents, form IN01 and a fee
...to the Registrar of Companies
...at Companies House
...in the jurisdiction in which the company is to be registered
Fill in form IN01
Electronic registration (majority)
...by using the web incorporation service
via the WebFiling system
...by using the software filing service
via a company formation agent
What to do...?
Prepare a number of documents
Deliver the necessary documents and a fee
...to The Registrar of Companies
...at the Companies House
DOCUMENTATION
Articles of association (possibly)
= Internal rules governing how the company is run
Bespoke articles of association
Model articles
= a precedent set of rules for a limited company
by default will apply if the company does choose its own articles
found in the Companies Regulations 2008
amendable
the copy of the changes to the model articles must be submitted
Application for registration
Type of the company
Proposed name
Address of the registered office
the address to which the company's legal documents will be sent
the company can choose
Statement of capital and initial holdings
reveals...
the identity of the company's owners
how much stake of the company they own
the finance being put into company at set-up
includes...
the total number of shares taken by the very first shareholders or subscribers
the total nominal value of the initial shares
the rights attaching to the shares
the amount of money to be paid on each share
Statement of the proposed officers
director
(at least one in private company
personal details
home address
country of residence
nationality
date of birth
name
address for service of documents
secretary
(not mandatory for private company)
name
address for service
Statement of compliance
as evidence of of compliance with the registration procedure
each subscriber (original shareholder) or an agent
Memorandum of association
includes...
Authentication of each subscriber (e.g. signature)
Name of each subscriber (original shareholder)
Date of authentication
must be in the form set out in the Companies Regulations 2008
RESGISTRAR OF COMPANIES AT COMPANIES HOUSE
Check the application and supporting documents delivered
Assess the company's compliance with the registration procedure
if satisfied,
issue a certificate of incorporation
as evidence of proper formation and registration of the new company
EFFECT OF REGISTRATION
the subscribers become the shareholders
the company can exercise all the functions of a company
the proposed directors and secretary take up their position
the company gains a separate legal personality
SHELF COMPANY
Changes to make...
Name
Articles
Officers
Registered office
Ownership
Accounting reference date
etc
a pre-existing company or ready-made company
that an entrepreneur can buy and turn into his business
no need to go through the registration process
Quicker than setting up a new company from scratch
POST-INCORPORATION STEPS
The first board meeting
Discussions
Decide on the accounting reference date
the last day of the company's financial year
the company must make up its account each year
the anniversary of the last day of the incorporation month
Auditor appointment
to prepare company's acconuts
Enter into service contracts with the new comapny
shareholders' approval required in case of guaranteed contract for 2+ years
Open a bank account in the company's name
Produce and approve all the records
registers containing information on the directors and shareholders of the company
Chairperson's election
who takes charge of the meeting
approve the applications for tax registration
the future business plans
Procedure
Quorum
the minimum number of of directors who must be present
for valid decisions to be taken at that meeeting
2 directors
Model articles
depends on the company's articles
Calling
any director or authorised secretary can call
Notice
A calling director must give the other directors notice of the meeting before it takes place
Such notice must be reasonable
Voting
one vote per director
majority vote passes a resolution
by a show of hands or by oral assent or dissent
Disclosure of company details
make the company's name legible everywhere
include the address of the registered office and further information into all websites and business letters
Shareholders' agreement
shareholders make an agreement with each other
to decide on how to run the company
COMPANY'S NAME
End of company's name
Limited or Ltd
cyf in Welsh
Prohibited name
swear words
proscribed terrorist groups
Red Cross
Search the index of company names
at Companies House
to avoid any identical name or essentially same name of any existing companies
Names requiring approval
by Secretary of State of BIS
connection with government or public authority
geographical feature