Summary
Summary Company Formation
- Module
- Business Law (LAW5077)
- Institution
- Birmingham City University (BCU)
A document outlining company formation.
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Company FormationRegistrar of Companies
Incorporation documents must be sent to Registrar of Companies.
Based at Companies House, Cardiff.
Register of all companies registered in England and Wales.
Public register.
Role - Important.
All information is correct; issues certificate of incorporation - Making it a Private Limited Com
Must conclude that all requirements of Companies Act 2006 have been met.
Must ensure that memorandum and articles of association have been received by Com
Company becomes incorporated on date of incorporation certificate.
Jubilee Cotton Mills Ltd v Lewis 1924.
CA 2006 s16.
Company must be registered as valid legal company with business activity in mind - Must not b
with correct Standard Industrial Classification of economic activities (SIC 2007).
Cannot be unlawful - CA 2006, s7(2)
💡 Companies Act 2006 s14 - All requirements have been complied with, MUST register the co
Refusal is subject to judicial review - Could appeal/bring a complaint.
Information and Documents to Incorporate
Memorandum of association - Legal statement signed by all initial shareholders agreeing to f
Subscribers sign.
No substantive clauses.
Contractual capacity of company no longer limited.
No limit on authorised share capital.
Wording used predetermined - Cannot be amended.
, Each subscriber to this memorandum of association wishes to form a c
Companies Act 2006 and agrees to become a member of the compan
An entry is then made for each subscriber, and dated before submission to Companies Hou
Application for registration - Form IN01 (online or paper).
Proposed name - Governed by part 5 of Companies Act 2006.
Check at Companies House first
Name adjudicator - s70.
Change of name - s77.
Passing off (Tort of confusing identity of business and another).
Similar names - Must be unique - Can't be the 'same as' or 'too like' an existing name.
'Same As' - Only difference to existing name is punctuation; special character.
'Too Like' - May need to change name if someone complains and Companies Hous
registered before yours.
Must have the word Limited or Ltd at the end.
Check Trade Mark registry.
Cannot be offensive.
May need approval by Sec. of State e.g., reference to Crown or Government.
Disclose on stationery, outside premises, etc.
Name, number, registered office address, directors.
Liability of Members.
Limited/Unlimited.
Shares/Guarantee.
Private company or public.
Statement of Capital & Initial Shareholdings.
Number of shares taken on formation (Form IN01).
Aggregate nominal value of those shares - Total of how much shares are worth.
Details relating to CLASSES of shares.
Nominal value - The stated, face value of the share.
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