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Company Incorporation (The application form contains information required…
Company Incorporation
A company is formed under the Companies Act 2006 by one or more persons subscribing their names to a memorandum of association and complying with the requirements of the Companies Act 2006 as to registration
First steps to incorporating a company is to check the availability and acceptability of the company name with Companies House
The process of forming a company then involves delivering the following documentation to Companies House
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Copy of the articles of association, if the company has not accepted the model articles
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Fast Incorporations
Companies House provides a see day incorporation service for a higher fee than would be charged for an ordinary incorporation
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Guernsey can offer incorporations within 15 minutes where the purpose of the company is a simple asset holding company and where the standard memorandum and articles are used
Shelf Companies
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These are companies that have already been incorporated by the service provider and are instantly available
The service provider, when approached for a shelf company simply resigns as director of the company in favour of the persons requesting a company and transfers any shares held
Reserved Companies
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These are incorporated by service providers and the Registrar of Companies is advised that the company will be transferred to a client within the next six months, at this point the service provider must advise the registry of the identity of the beneficial owner
Company Name
The availability of the desire name should be checked against the register of names held by the Registrar of Companies
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In the UK, the Secretary for State has designated certain words as sensitive and these may only be used within a company name if the prior consent of the Secretary for State has been obtained
It is not possible to reserve a company name prior to the incorporation of the company for future use in the UK, however most offshore jurisdictions do allow company names to be reserved for a maximum period.
There is usually no charge for doing so, although some jurisdictions may charge if a company name is reserved again after the maximum reservation period
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Articles of Association
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Section 33 of the Companies Act 2006 states that the Company's constitution binds the company and its members as though they had individually covenanted to obey their provisions
The articles constitute a contract between the company and its members, as well as between the members themselves
Model articles
Separate sets of model articles are available for private and public companies limited by shares and companies limited by guarantee
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The application form contains information required by the registrar in order to form the company. It must state the following information
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Whether the inability of the members is to be limited, and if so by shares or by guarantee
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Statement of compliance
A statement of compliance that the requirements of the Companies Act 2006 have been complied with must accompany the application for the incorporation of a company
Trading certificate
If the company is a public company, an application must be made for (and in receipt of) a trading certificate from the registrar before it may commence business or exercise any borrowing powers
The register will usually issue a trading certificate following such an application if they are satisfied that the nominal value of the company's allotted share capital is not less than the authorised minimum share capital requirement
Registered office
A company must have one at all times, to which notifications and communications may be addressed
In some jurisdictions, it is a requirement of companies legislation that the address of the registered office be shown on all correspondence and stationery issued by the company
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- Incorporating and dissolving limited companies
- Examining and storing company information delivered under the Companies Act 2006 and related legalisation
- Making this information available to the public