C3C2Part 2Company formation
Pts. 1-39 (except for Pt. 7 and ss. 662-669), 45-47 extended (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 5(1), Sch. 1 para. 2
General
7Method of forming company
1
A company is formed under this Act by one or more persons—
a
subscribing their names to a memorandum of association (see section 8), and
b
complying with the requirements of this Act as to registration (see sections 9 to 13).
2
A company may not be so formed for an unlawful purpose.
I18Memorandum of association
1
A memorandum of association is a memorandum stating that the subscribers—
a
wish to form a company under this Act, and
b
agree to become members of the company and, in the case of a company that is to have a share capital, to take at least one share each.
2
The memorandum must be in the prescribed form and must be authenticated by each subscriber.
Requirements for registration
9Registration documents
1
The memorandum of association must be delivered to the registrar together with an application for registration of the company, the documents required by this section and a statement of compliance.
2
The application for registration must state—
a
the company's proposed name,
b
whether the company's registered office is to be situated in England and Wales (or in Wales), in Scotland or in Northern Ireland,
c
whether the liability of the members of the company is to be limited, and if so whether it is to be limited by shares or by guarantee, F25...
d
whether the company is to be a private or a public company F24, and
e
that the subscribers wish to form the company for lawful purposes.
3
F16If the application is delivered by a person as agent for the subscribers to the memorandum of association, it must state his name and address.
F13A
The application must contain—
a
a statement of the required information about each of the subscribers to the memorandum of association (see section 9A),
b
a statement that none of the subscribers to the memorandum of association is disqualified under the directors disqualification legislation (see section 159A(2)),
c
if any of them would be so disqualified but for the permission of a court to act, a statement to that effect, in respect of each of them, specifying—
i
the subscriber’s name,
ii
the court by which permission was given, and
iii
the date on which permission was given, and
d
if any of them would be disqualified under the directors disqualification legislation by virtue of section 11A of the Company Directors Disqualification Act 1986 or Article 15A of the Company Directors Disqualification (Northern Ireland) Order 2002 (designated persons under sanctions legislation) but for the authority of a licence of the kind mentioned in that section or Article, a statement to that effect, in respect of each of them, specifying—
i
the subscriber’s name, and
ii
the date on which it was issued and by whom it was issued.
4
The application must contain—
a
in the case of a company that is to have a share capital, a statement of capital and initial shareholdings (see section 10);
b
in the case of a company that is to be limited by guarantee, a statement of guarantee (see section 11);
c
a statement of the company's proposed officers (see section 12)F11;
d
a statement of initial significant control (see section 12A).
5
The application must also contain—
a
F22aa
a statement of the intended registered email address of the company, which must be an appropriate email address within the meaning given by section 88A(2);
b
a copy of any proposed articles of association (to the extent that these are not supplied by the default application of model articles: see section 20)F15; and
c
a statement of the type of company it is to be and its intended principal business activities.
F25A
The information as to the company's type must be given by reference to the classification scheme prescribed for the purposes of this section.
5B
The information as to the company's intended principal business activities may be given by reference to one or more categories of any prescribed system of classifying business activities.
6
The application must be delivered—
a
to the registrar of companies for England and Wales, if the registered office of the company is to be situated in England and Wales (or in Wales);
b
to the registrar of companies for Scotland, if the registered office of the company is to be situated in Scotland;
c
to the registrar of companies for Northern Ireland, if the registered office of the company is to be situated in Northern Ireland.
F77
In subsection (3A)(c) “permission of a court to act” means permission of a court under a provision mentioned in column 2 of the table in section 159A(2).
9AF4Required information about the subscribers
1
The required information about a subscriber who is an individual is—
a
name;
b
a service address.
2
The required information about a subscriber that is a body corporate, or a firm that is a legal person under the law by which it is governed, is—
a
corporate or firm name;
b
a service address.
3
In subsection (1) “name” means the individual’s forename and surname.
4
Where a subscriber is a peer or an individual usually known by a title, that title may be stated in the application for the registration of the company instead of the subscriber’s forename and surname.
5
The Secretary of State may by regulations—
a
amend this section so as to change the required information about a subscriber;
b
repeal subsection (4).
6
Regulations under this section are subject to affirmative resolution procedure.
I210Statement of capital and initial shareholdings
1
The statement of capital and initial shareholdings required to be delivered in the case of a company that is to have a share capital must comply with this section.
2
It must state—
a
the total number of shares of the company to be taken on formation by the subscribers to the memorandum of association,
b
the aggregate nominal value of those shares,
F20ba
the aggregate amount (if any) to be unpaid on those shares (whether on account of their nominal value or by way of premium), and
c
for each class of shares—
i
prescribed particulars of the rights attached to the shares,
ii
the total number of shares of that class, and
iii
the aggregate nominal value of shares of that class, F5...
F5d
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F133
It must contain such information as may be prescribed for the purpose of identifying the subscribers to the memorandum of association.
4
It must state, with respect to each subscriber to the memorandum—
a
the number, nominal value (of each share) and class of shares to be taken by him on formation, and
b
the amount to be paid up and the amount (if any) to be unpaid on each share (whether on account of the nominal value of the share or by way of premium).
5
Where a subscriber to the memorandum is to take shares of more than one class, the information required under subsection (4)(a) is required for each class.
I311Statement of guarantee
1
The statement of guarantee required to be delivered in the case of a company that is to be limited by guarantee must comply with this section.
F172
It must contain such information as may be prescribed for the purpose of identifying the subscribers to the memorandum of association.
3
It must state that each member undertakes that, if the company is wound up while he is a member, or within one year after he ceases to be a member, he will contribute to the assets of the company such amount as may be required for—
a
payment of the debts and liabilities of the company contracted before he ceases to be a member,
b
payment of the costs, charges and expenses of winding up, and
c
adjustment of the rights of the contributories among themselves,
not exceeding a specified amount.
12Statement of proposed officers
1
The statement of the company's proposed officers required to be delivered to the registrar must contain the required F27particulars ofF27information about—
a
the person who is, or persons who are, to be the first director or directors of the company;
b
in the case of a company that is to be a private company, any person who is (or any persons who are) to be the first secretary (or joint secretaries) of the company;
c
in the case of a company that is to be a public company, the person who is (or the persons who are) to be the first secretary (or joint secretaries) of the company.
F232
The required particulars are the particulars that will be required F12(or, in the absence of an election under section 167A or 279A, would be required) to be stated—
a
in the case of a director, in the company's register of directors and register of directors' residential addresses (see sections 162 to 166);
b
in the case of a secretary, in the company's register of secretaries (see sections 277 to 279).
F232
For the required information—
a
in relation to proposed directors, see sections 167J and 167K;
b
in relation to proposed secretaries or joint secretaries, see sections 279J and 279K.
F82A
The statement must, in the case of each individual named as a director, confirm that the individual’s identity is verified (see section 1110A).
3
F14The statement must also include a statement by the subscribers to the memorandum of association that each of the persons named as a director, as secretary or as one of the joint secretaries has consented to act in the relevant capacity.
If all the partners in a firm are to be joint secretaries, consent may be given by one partner on behalf of all of them.
F94
The statement must also include a statement by the subscribers to the memorandum of association that no one named as a director is—
a
disqualified under the directors disqualification legislation (see section 159A(2)), or
b
otherwise ineligible by virtue of any enactment for appointment as a director.
5
Where any of the persons named as directors would be disqualified under the directors disqualification legislation but for the permission of a court to act, the statement must also include a statement to that effect, in respect of each of them, specifying—
a
the person’s name,
b
the court by which permission was given, and
c
the date on which permission was given.
6
In subsection (5) “permission of a court to act” means permission of a court under a provision mentioned in column 2 of the table in section 159A(2).
7
Where any of the persons named as directors would be disqualified under the directors disqualification legislation by virtue of section 11A of the Company Directors Disqualification Act 1986 or Article 15A of the Company Directors Disqualification (Northern Ireland) Order 2002 (designated persons under sanctions legislation) but for the authority of a licence of the kind mentioned in that section or Article, the statement must also include a statement to that effect, in respect of each of them, specifying—
a
the person’s name, and
b
the date on which the licence was issued and by whom it was issued.
C6C3C5 12A F10Statement of initial significant control
F291
The statement of initial significant control required to be delivered to the registrar must—
a
state whether, on incorporation, there will be anyone who will count for the purposes of section 790M (register of people with significant control over a company) as either a registrable person or a registrable relevant legal entity in relation to the company,
b
include the required particulars of anyone who will count as such, and
c
include any other matters that on incorporation will be required (or, in the absence of an election under section 790X, would be required) to be entered in the company's PSC register by virtue of section 790M.
F291
The statement of initial significant control required to be delivered to the registrar must—
a
state whether, on incorporation, there will be anyone who is either a registrable person or a registrable relevant legal entity in relation to the company, and
b
include the required particulars of any such person.
F31A
If there is anyone who will be a registrable person, or a registrable relevant legal entity, in relation to the company on incorporation, the statement must also include—
a
a statement that none of them is disqualified under the directors disqualification legislation (see section 159A(2)),
b
if any of them would be so disqualified but for the permission of a court to act, a statement to that effect, in respect of each of them, specifying—
i
the person’s name,
ii
the court by which permission was given,
iii
the date on which permission was given, and
c
if any of them would be so disqualified by virtue of section 11A of the Company Directors Disqualification Act 1986 or Article 15A of the Company Directors Disqualification (Northern Ireland) Order 2002 (designated persons under sanctions legislation) but for the authority of a licence of the kind mentioned in that section or Article, a statement to that effect, in respect of each of them, specifying—
i
the person’s name, and
ii
the date on which the licence was issued and by whom it was issued.
2
It is not necessary to include under subsection (1)(b) the date on which someone becomes a registrable person or a registrable relevant legal entity in relation to the company.
3
If the statement includes required particulars of an individual, it must also contain a statement that those particulars are included with the knowledge of that individual.
F184
“Registrable person”, “registrable relevant legal entity” and “required particulars” have the meanings given in Part 21A (see sections 790C and 790K).
F184
In this section—
“permission of a court to act” means permission of a court under a provision mentioned in column 2 of the table in section 159A(2);
“registrable person” has the meaning given by section 790C (see also section 790J);
“registrable relevant legal entity” has the meaning given by section 790C (see also section 790J);
“required particulars” has the meaning given by section 790K.
12BF21Option to provide ID verification information about PSCs
1
This section applies if an application for the registration of a company contains a statement of initial significant control that identifies a person who will be a registrable person, or a registrable relevant legal entity, in relation to the company on its incorporation.
2
In relation to any person who will be a registrable person, the statement may include a statement that the person’s identity is verified (see section 1110A).
3
In relation to any person who will be a registrable relevant legal entity, the statement may include a statement that—
a
specifies the name of one of its relevant officers (within the meaning given by section 790LO(6)) who is an individual and whose identity is verified, and
b
confirms that the individual’s identity is verified.
4
If a statement under subsection (3) is included in relation to a person who will be a registrable relevant legal entity, the application for registration of the company must be accompanied by a statement by the individual confirming that the individual is a relevant officer of that entity.
5
To find out what happens if the option in subsection (2) or (3) is not exercised, see sections 790LM and 790LO.
6
In this section—
“registrable person” has the meaning given by section 790C, except that it does not include a person mentioned in section 790C(12)(a) to (d) (see also section 790J);
“registrable relevant legal entity” has the meaning given by section 790C (see also section 790J).
13Statement of compliance
1
The statement of compliance required to be delivered to the registrar is a statement that the requirements of this Act as to registration have been complied with.
2
The registrar may accept the statement of compliance as sufficient evidence of compliance.
Registration and its effect
C414Registration
If the registrar is satisfied that the requirements of this Act as to registration are complied with, he shall register the documents delivered to him.
15Issue of certificate of incorporation
1
On the registration of a company, the registrar of companies shall give a certificate that the company is incorporated.
2
The certificate must state—
a
the name and registered number of the company,
b
the date of its incorporation,
c
whether it is a limited or unlimited company, and if it is limited whether it is limited by shares or limited by guarantee,
d
whether it is a private or a public company, and
e
whether the company's registered office is situated in England and Wales (or in Wales), in Scotland or in Northern Ireland.
3
The certificate must be signed by the registrar or authenticated by the registrar's official seal.
4
The certificate is conclusive evidence that the requirements of this Act as to registration have been complied with and that the company is duly registered under this Act.
C116Effect of registration
1
The registration of a company has the following effects as from the date of incorporation.
2
The subscribers to the memorandum, together with such other persons as may from time to time become members of the company, are a body corporate by the name stated in the certificate of incorporation.
3
That body corporate is capable of exercising all the functions of an incorporated company.
4
The status F28, registered email address and registered office of the company are as stated in, or in connection with, the application for registration.
5
In the case of a company having a share capital, the subscribers to the memorandum become holders of the shares specified in the statement of capital and initial shareholdings.
6
The persons named in the statement of proposed officers—
a
as director, or
b
as secretary or joint secretary of the company,
are deemed to have been appointed to that office F19unless ineligible for appointment to that office by virtue of any enactment.
Pts. 1-39 modified (31.12.2020) by Regulation (EC) No. 2157/2001, Art. AAA1(3) (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 97 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))