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Company formation is the term for the process of incorporation of a business in the UK. It is also sometimes referred to as company registration. These terms are both also used when incorporating a business in the Republic of Ireland. Under UK company law and most international law, a company or corporation is considered an entity that is separate from the people who own or operate the company.
Forming a company via the paper filing method can take up to 4 weeks but nowadays the majority of UK companies are formed the same day electronically. Companies can be created by individuals, specialised agents, solicitors or accountants. Many solicitors and accountants subcontract incorporation out to specialised company formation agents.[ citation needed ] Most agents offer company formation packages for less than £100.
A legal instrument known as a deed of settlement was used in 18th century England to regulate the activities of companies structured as joint stock companies, permitting a private company to form a corporation without applying for a royal charter or an act of Parliament. The deed of settlement named the individuals of the company as trustees of the assets jointly owned by the company. It also served to outline the rules applicable to the company's management. [1]
Under section 9 of the Companies Act 2006, [2] those forming a company must send the following documents, together with the registration fee, to the Registrar of Companies.
Most incorporations submitted by paper take around 5 working days to be accepted. For detailed information see the Companies House guide. [3]
The cost of carrying out paper filing directly with Companies House is £20 for an unlimited company or £40 for a limited company. [4] This fee does not include the cost of witnessing documents or preparation of memorandum & articles of association for the company, which would usually be carried out by a solicitor, accountant, or agent specialising in company registration.
The articles of association (often referred to as just ‘articles’) is the document which sets out the rules for the running of the company's internal affairs. The company's articles are delivered to the Registrar at incorporation. In the event that no articles are registered for the new company, the model (default) articles will be registered. This new procedure was introduced by the Companies Act 2006, Section 20. [5]
The articles can be amended at any time by special resolution [6] which requires 75% or more of the eligible shareholder votes to be cast in favour of the resolution. [7] A copy of the updated articles of association, together with the special resolution itself, should be delivered to Companies House within 15 days of the resolution passing. [8]
This contains the intended situation of the Registered Office, (this will be either in England and Wales, Northern Ireland, Scotland or Wales), the details of the consenting Secretary and Director(s), details of the subscribers and, in the case of a company limited by shares, details of the share capital. The form also includes the Statement of Compliance that the requirements of the Companies Act have been complied with.
This contains the names and signatures of the subscribers that wish to form the company and, in the case of a company limited by shares, a commitment by the subscribers to take percentage of shares as contribution been made. A draft template is available on the Companies House website. [9] It sets out the constitution of a company and the foundation on which the structure of a company is based. In other words, a memorandum of association is considered the charter or constitution of the company because it lays down the objectives of the company precisely and clearly, defines the scope of its relation with the investor and outside world.
The electronic process can be accessed using compatible software that works with the Companies House eFiling service [10] and an account with Companies House. Company formation agents have direct links into Companies House, to look up the company name, and submit the company. Different agents have differences in their processes caused by their website and software implementation. Companies House have a list of company formation agents that have passed integration testing. [11]
The following can be formed by registration at Companies House:
A public limited company is a type of public company under United Kingdom company law, some Commonwealth jurisdictions, and the Republic of Ireland. It is a limited liability company whose shares may be freely sold and traded to the public, with a minimum share capital of £50,000 and usually with the letters PLC after its name. Similar companies in the United States are called publicly traded companies.
Incorporation is the formation of a new corporation. The corporation may be a business, a nonprofit organization, sports club, or a local government of a new city or town.
In a limited company, the liability of members or subscribers of the company is limited to what they have invested or guaranteed to the company. Limited companies may be limited by shares or by guarantee. In a company limited by shares, the liability of members is limited to the unpaid value of shares. In a company limited by guarantee, the liability of owners is limited to such amount as the owners may undertake to contribute to the assets of the company, in the event of being wound up. The former may be further divided in public companies and private companies. Who may become a member of a private limited company is restricted by law and by the company's rules. In contrast, anyone may buy shares in a public limited company.
A limited liability partnership (LLP) is a partnership in which some or all partners have limited liabilities. It therefore can exhibit aspects of both partnerships and corporations. In an LLP, each partner is not responsible or liable for another partner's misconduct or negligence. This distinguishes an LLP from a traditional partnership under the UK Partnership Act 1890, in which each partner has joint liability. In an LLP, some or all partners have a form of limited similar to that of the shareholders of a corporation. Depending on the jurisdiction, however, the limited liability may extend only to the negligence or misconduct of the other partners, and the partners may be personally liable for other liabilities of the firm or partners.
A private limited company is any type of business entity in "private" ownership used in many jurisdictions, in contrast to a publicly listed company, with some differences from country to country. Examples include the LLC in the United States, private company limited by shares in the United Kingdom, GmbH in Germany and Austria, Besloten vennootschap in The Netherlands, société à responsabilité limitée in France, and sociedad de responsabilidad limitada in the Spanish-speaking world. The benefit of having a private limited company is that there is limited liability.
Companies House is the executive agency of the British Government that maintains the register of companies, employs the company registrars and is responsible for incorporating all forms of companies in the United Kingdom.
In corporate governance, a company's articles of association is a document that, along with the memorandum of association forms the company's constitution. The AoA defines the responsibilities of the directors, the kind of business to be undertaken, and the means by which the shareholders exert control over the board of directors.
Companies in the Republic of Liberia are regulated by a variety of laws. The corporate laws of Liberia were promulgated over 50 years ago to provide an offshore jurisdiction for ship owners and the international financial community. The LISCR has been appointed by the government of Liberia as its agent to manage corporate registry and to act as the sole entity for foreign companies registered in Liberia. The LISCR is headquartered in Dulles, Virginia, US and has an office located in Zurich, Switzerland.
A registered office is the official address of an incorporated company, association or any other legal entity. Generally it will form part of the public record and is required in most countries where the registered organization or legal entity is incorporated. A registered physical office address is required for incorporated organizations to receive official correspondence and formal notices from government departments, investors, banks, shareholders, and the public.
The memorandum of association of a company is an important corporate document in certain jurisdictions. It is often simply referred to as the memorandum. In the UK, it has to be filed with the Registrar of Companies during the process of incorporation of a company. It is the document that regulates the company's external affairs, and complements the articles of association which cover the company's internal constitution. It contains the fundamental conditions under which the company is allowed to operate. Until recent it had to include the "object clause" which made the shareholders, creditors and those dealing with the company know what is its permitted range of operation, although this was usually drafted very broadly. It also shows the company's initial capital. It is one of the documents required to incorporate a company in India, the United Kingdom, Ireland, Canada, Nigeria, Nepal, Bangladesh, Pakistan, Afghanistan, Sri Lanka, and Tanzania and is also used in many of the common law jurisdictions of the Commonwealth.
This article describes the various laws related to non profit organisations in India. A non profit organisation can be registered in India as a Society, under the Registrar of Societies or as a Trust, by making a Trust deed, or as a Section 8 Company, under the Companies Act, 2013.
A Company secretary is a senior position in the corporate governance of organizations, playing a crucial role in ensuring adherence to statutory and regulatory requirements. This position is integral to the efficient functioning of corporations, particularly in common law jurisdictions. The Company Secretary serves as a guardian of compliance, a facilitator of communication between the board of directors and other stakeholders, and a custodian of corporate records.
The Companies Act 2006 is an act of the Parliament of the United Kingdom which forms the primary source of UK company law.
There are many ways in which a business may be owned under the legal system of England and Wales.
Aktieselskab is the Danish name for a stock-based corporation. An aktieselskab may be either publicly traded or private.
A besloten vennootschap or société à responsabilité limitée (SRL) is the Dutch and Belgian version of a private limited liability company. The company is owned by shareholders; the company's shares are privately registered and not freely transferable. It is the most common form of limited company in the Netherlands and Belgium.
A private company limited by shares is a class of private limited company incorporated under the laws of England and Wales, Hong Kong, Northern Ireland, Scotland, certain Commonwealth jurisdictions, and the Republic of Ireland. It has shareholders with limited liability and its shares may not be offered to the general public, unlike those of a public limited company.
The Corporate Affairs Commission (CAC) of Nigeria was established in 1990 vide Companies and Allied Matters Act no 1 (CAMA) 1990 as amended, now on Act cap C20 Laws of Federation of Nigeria. Its establishment, structure, and funding are now governed by the Companies and Allied Matters Act 2020 It is an autonomous body charged with the responsibility to regulate the formation and management of companies in Nigeria. It carries out its functions through accredited members of Association of National Accountants of Nigeria, Institute of Chartered Accountants of Nigeria, Institute of Chartered Secretaries and Administrators of Nigeria (ICSAN), and the Nigerian Bar Association (NBA). It is headed by a Registrar-General. Prior to the enactment of CAMA, these activities were carried on under the Companies Act 1968.
The British Virgin Islands company law is the law that governs businesses registered in the British Virgin Islands. It is primarily codified through the BVI Business Companies Act, 2004, and to a lesser extent by the Insolvency Act, 2003 and by the Securities and Investment Business Act, 2010. The British Virgin Islands has approximately 30 registered companies per head of population, which is likely the highest ratio of any country in the world. Annual company registration fees provide a significant part of Government revenue in the British Virgin Islands, which accounts for the comparative lack of other taxation. This might explain why company law forms a much more prominent part of the law of the British Virgin Islands when compared to countries of similar size.
Anguillan company law is primarily codified in three principal statutes: