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Post Incorporation Procedure (Inaugural meeting (Appointment of first…
Post Incorporation Procedure
Upon incorporation the directors of a company will need to
Hold an inaugural meeting
Issue the share certificates
Update the register of members
Update the register of directors
In the offshore environment, company administrators may need to
Prepare declarations of trust in respect of nominee shareholdings
Prepare share certificates
Order a company seal (if one is required)
Prepare letters of acceptance for signature by the directors and the secretary accepting their positions
Certificate of Incorporation
If the registrar is satisfied that the documents are acceptable they will issue a certificate of incorporation
The certificate of incorporation includes
Name and registered number of the company
Date of its incorporation
Whether it is a limited or unlimited company, if it is limited whether by shares or guarantee
Whether it is private or public
Whether the company's registered office is situated in England and Wales (or just in Wales) in Scotland, or Northern Ireland
The certificate must be signed by the registrar or authenticated by the registrars official seal
Conclusive evidence that the company is duly registered
Inaugural meeting
Appointment of first directors
Appointment of the chairman of the board if there is one
Appointment of the company's auditors
Appointment of the company's bankers
Appointment of the company's solicitors
Appointment of the secretary (if there is one)
Adoption of an authorised signatory list
Allotment or transfer of shares
The certificate of incorporation
Changing of the accounting reference dates
Notice or changing of the registered office
May be a requirement to inform the tax authorities of the company's incorporation
Register of members
Required by Companies Act 2006 to be maintained
Should be kept at the registered office although Companies Act 2006 does provide for it to be held elsewhere as long as the Registrar of Companies is informed of its location
Must contain
The names and addresses of the members
The date on which each person was registered as member
The date at which any person ceased to be a member
The shares held by each member, distinguishing each share by its number and by its class if more than one class is issued
The amount paid or agreed to be considered as paid on the shares of each member
In the case of joint holders of shares, the register of member must state the names of each joint holder, although they are otherwise regarded as single members
With limited liability company's with only one member, a statement must be included to state the company only has one member
Companies Act 2006 states no notice of any trust shall be entered on the register
Inspection
Under the Companies Act 2006, a company's register of members must be available for inspection at the registered office or another place which has been notified to the registrar
Open to inspection by any member of the company without charge and by any other person on payment of a fee
Any person may require a copy
Nominee Shareholders
The requirement for the register to be available for inspection is a key reason that the use of nominee shareholders has become common practice
Register of Directors
Companies Act 200 states that every company must keep a register of its directors
Must contain the following information
Name and any former name
Service address
Country or state (or part of the UK) in which they are usually resident
Nationality
Business occupation
Date of birth
Name of company and registered office address (if its a corporate director)
Should be kept at the registered office although Companies Act 2006 does provide for it to be held elsewhere as long as the Registrar of Companies is informed of its location