Part 2 U.K. Company formation

Modifications etc. (not altering text)

C1 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))

C2 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

Requirements for registration U.K.

9 Registration documents U.K.

(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, and

(d) whether the company is to be a private or a public company.

(3) If the application is delivered by a person as agent for the subscribers to the memorandum of association, it must state his name and address.

(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)[F1 ;

(d) a statement of initial significant control (see section 12A).]

(5) The application must also contain—

(a) a statement of the intended address of the company's registered office; F2 ...

(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)[F3 ; and

(c) a statement of the type of company it is to be and its intended principal business activities.]

[F4 (5A) 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.

Textual Amendments

F1 S. 9(4)(d) inserted (26.5.2015 for specified purposes, 30.6.2016 in so far as not already in force) by Small Business, Enterprise and Employment Act 2015 (c. 26), s. 164(1), Sch. 3 para. 4; S.I. 2015/1329, reg. 3(a); S.I. 2015/2029, reg. 5(b)

F2 Word in s. 9(5) omitted (30.6.2016) by virtue of Small Business, Enterprise and Employment Act 2015 (c. 26), ss. 93(2)(a), 164(1); S.I. 2016/321, reg. 6(b)

F3 S. 9(5)(c) and word inserted (30.6.2016) by Small Business, Enterprise and Employment Act 2015 (c. 26), ss. 93(2)(b), 164(1); S.I. 2016/321, reg. 6(b)

F4 S. 9(5A)(5B) inserted (1.1.2016 for specified purposes, 30.6.2016 in so far as not already in force) by Small Business, Enterprise and Employment Act 2015 (c. 26), ss. 93(3), 164(1); S.I. 2015/2029, reg. 3(b); S.I. 2016/321, reg. 6(b)