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A new business can be set up as a company or an existing business can be incorporated as a company. This often happens when the benefits of a company structure outweigh the increased administrative burden of company law requirements.

A company can be incorporated as:

•    A company limited by shares (the most common form).
•    A company limited by guarantee.
•    An unlimited company.

A company is incorporated by filing the necessary documents (and paying the required fee) at Companies House. There are two options:

•    Create a tailor-made company: i.e. a new company with documents specifically tailored to its requirements.
•    Buy a shelf company: i.e a company that has already been incorporated but has not yet traded.
In each case, you will have a number of filing and administrative obligations including those relating to company constitution:
•    Memorandum of association. This must be submitted to Companies House with the other registration documents. It must state the name of each subscriber to the company and that they want to form a company and have agreed to become members.  In the case of a company that is to have a share capital, it also states that the subscribers have agreed to take at least one share each. The memorandum cannot be updated; it is a "snapshot" of part of the company's constitution at the point of registration.
•    Articles of association. All registered companies must have articles of association which set out the basic management and administrative structure of the company. As well as regulating the internal affairs of the company (e.g. issue and transfer of shares) they create a contract between the company and each of its members in their capacity as members. Companies can create bespoke articles of association or adopt some or all of ‘model articles’. Model articles will apply as the default set of articles for limited companies if bespoke articles are not submitted.

Incorporating a tailor-made company

To register a private limited company, Form IN01 and the memorandum of association must be lodged with the Registrar of Companies at Companies House. Form IN01 includes details such as the proposed company name, type of company, registered office, articles of association, details of directors, statement of initial shareholdings, statement of capital, statement of guarantee, and statement of compliance with the registration requirements of the Companies Act 2006.

Filing the registration documents

You can either deliver the documents as above to the appropriate office of the Registrar or file online. The company will begin to exist when the Registrar issues the certificate of incorporation which normally takes seven days.

Post-completion formalities

The incorporation formalities should be completed at a meeting of the board of directors as soon as possible after receipt of the certificate of incorporation and any documents that require filing at Companies House must be filed within the statutory time limits.

For more information please contact David Heys on 0116 212 1027.