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Company
Formation
How to form a company
 Ready-made
companies are available from company formation agents such as The
Retail Doctor. If you incorporate a company yourself, you will need to
send the following documents, together with the registration fee to the
Registrar of Companies:
• A memorandum of association
• Articles of association
• Form 10 and form 12
Each of these documents is explained below.
Q.
What about community interest companies (CICs)?
A.When forming a CIC the following documents are required in addition
to
those listed above:
• A community interest statement
• An excluded company declaration
• These documents must be in a form
approved by the CIC’s Regulator.
Q.
What is a Memorandum of Association?
A.This
document sets out the company's name, where the registered office of
the company is situated (in England, Wales or Scotland) and what it
will do (its objects). The object of a company may simply be to carry
on business as a general commercial company. Other clauses to
be
included in the memorandum depend on the type of company being
incorporated. The form of memorandum for each type of company
is
set out in a set of tables called The Companies (Tables A to F)
Regulations, 1985. These tables do not apply to RTM companies or
commonhold associations. The memorandum and articles for these types of
companies are set out in:
For RTM companies: ‘The RTM
Companies (Memorandum and Articles of Association (England) Regulations
2003’ or ‘The RTM Companies (Memorandum and Articles of Association
(Wales) Regulations 2004’
For commonhold associations:
‘The Commonhold Regulations 2004’. The company's memorandum delivered
to the Registrar must be signed by each subscriber in front of a
witness who must attest the signature.
Q.
What are Articles of Association?
A. This
document sets out the rules for the running of the company's internal
affairs. Model articles are provided in the Tables mentioned
above.
A company may adopt the whole of Table A as its articles or any part of
it.
A
company formation limited by shares which has adopted the whole of
Table A without modification does not need to deliver a copy for
registration. However, you must attach a letter to your application
saying this. CICs cannot take advantage of Table A to avoid registering
articles.
Q. Can
I choose any name for my company?
A. No.
Several regulations can affect your choice. For example, all
company names must end with the words 'Limited', 'Unlimited', 'Public
Limited Company', or their abbreviations or Welsh
equivalents.
Certain companies may apply for exemption from using 'Limited'.
All
companies which are commonhold associations must end their name with
‘commonhold association limited’ or the Welsh equivalent.
Right
to Manage companies must end their name with ‘RTM company limited’ or
the Welsh equivalent.
All companies which are community
interest companies (CICs) must have names which end with the words
‘community interest public limited company’, ‘community interest
company’ or their abbreviations or Welsh equivalent.
Q.
Could my choice of company name be rejected?
A. Yes, if:
• It is 'the same as' a name already on
the index - see question 3 below.
•
It includes the words 'limited', 'unlimited', 'public limited company'
or ‘community interest company’ anywhere except at the end of the
name. This applies equally to abbreviations or the Welsh
equivalent of the words.
• It ends with
‘commonhold association limited’ or the Welsh equivalent (unless the
company is a commonhold association).
•
It ends with ‘community interest public limited company’, ‘community
interest company’ (or abbreviations or Welsh equivalents) unless the
company is a community interest company, its use would be a criminal
offence.
In addition, some names need the approval of the
Secretary of State before they can be registered. These
include
names which contain words prescribed by regulations (see question 4
below) and names which suggest a connection with central or local
government. If these categories are avoided, you can normally
have your choice of name.
Before you apply to set up a
company, or do anything to change its name, it is a good idea to search
the index at Companies House to see if there are already any companies
with names similar to the one you want.
Q.
What does 'the same as' mean?
When
deciding whether a name is 'the same as' another name, the Registrar
ignores punctuation, the company's status, 'the' at the start of the
name, and words like 'company (or co)', 'and (or &) company (or
co)'. A name that sounds the same as one already on the
Company
Names Index may be accepted if the two names are spelled
differently.
For example, if the name 'Hands
Limited' is already registered, then the following would be rejected
and company formation not allowed:
Hands Public Limited Company (or PLC)
H and S Limited (or Ltd)
H and S Public Limited Company (or PLC)
H & S Limited (or Ltd)
Or any of the above, with the addition of 'Company (or Co)' or 'and (or
&) Company (or Co)'
Now lets
talk about Business Names , click here
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