Company formation - Companies House filing requirements

Learning Outcomes

This article details the essential procedures and documentation for incorporating a private limited company in England and Wales, concentrating on Companies House filing requirements. It covers the application process using Form IN01, the necessary supporting documents like the memorandum and articles of association, the role of the certificate of incorporation, and initial post-incorporation considerations related to registration. Your understanding of these requirements is important for answering SQE1-style multiple-choice questions on company formation. It also explains name and registered office rules, initial capital disclosure, the PSC regime (including registrable legal entities), and the legal effect of pre-incorporation contracts. Recent statutory developments affecting incorporation filings, such as the lawful purpose statement and the requirement for an appropriate registered office and a registered email address, are included to ensure currency.

In addition, the article expands the distinctions between private and public companies at the point of formation (including suffixes, offering shares to the public, minimum capital and officer requirements), the default application of Model Articles and their consequences for share payment and decision-making, and the ability to elect to keep certain statutory registers on the central register. It also highlights practical points about company names (availability, sensitive words, “same as”/“too like” rules), the detail required in the statement of capital (including prescribed particulars), and immediate post-incorporation filing deadlines, particularly for share allotments and special resolutions. The legal framework for directors’ particulars and registers, the obligation to file annual accounts and the confirmation statement, and the maintenance of statutory books and minutes for inspection are also addressed.

SQE1 Syllabus

For SQE1, you are required to understand company formation and Companies House filing requirements under the Companies Act 2006, with a focus on the following syllabus points:

• the procedures and documentation required to incorporate a company by registration
• the specific information required for Form IN01
• the function and content requirements of the memorandum and articles of association
• the significance of the certificate of incorporation as evidence of formation
• the concept of Persons with Significant Control (PSCs) and related initial disclosures
• key distinctions between private and public companies at formation (name suffixes, minimum capital, officers)
• immediate post-incorporation filings and statutory registers, including options to keep certain registers on the central register
• the legal status of pre-incorporation contracts (s 51 CA 2006) and the effect of the certificate of incorporation (s 15 CA 2006)
• rules governing company names (availability, sensitive words, “same as”/“too like”) and trading disclosures
• the trading certificate and authorised minimum capital requirement for public companies (ss 761–763 CA 2006)
• election to keep registers centrally and the inspection regime for statutory records

Test Your Knowledge

Attempt these questions before reading this article. If you find some difficult or cannot remember the answers, remember to look more closely at that area during your revision.

1. Which of the following documents primarily outlines the internal regulations and governance structure of a company?
   1. Memorandum of Association
   2. Form IN01
   3. Certificate of Incorporation
   4. Articles of Association
2. What is the minimum number of directors required for a private limited company in England and Wales?
   1. None, if there is at least one shareholder.
   2. One natural person.
   3. Two directors, one must be a natural person.
   4. Three directors.
3. Which statement regarding the Memorandum of Association for companies incorporated under the Companies Act 2006 is most accurate?
   1. It sets out the company's objects and limits its capacity.
   2. It primarily confirms the subscribers' intention to form a company and take shares.
   3. It must be filed annually with the confirmation statement.
   4. It can be amended by a special resolution after incorporation.

Introduction

Unlike unincorporated business structures, a limited company comes into existence only through a formal legal process known as incorporation, administered by the Registrar of Companies at Companies House. This process grants the company separate legal personality and limited liability for its members. Understanding the specific documents and information that must be filed with Companies House is fundamental for solicitors advising on business start-ups. This article focuses on these core registration requirements under the Companies Act 2006 (CA 2006).

Incorporation under the CA 2006 is conclusive when the Registrar issues the certificate of incorporation. The company then exists as a distinct legal person with capacity to contract and own property, and the members’ liability is limited in accordance with the type of company registered. The registration route has been refined by subsequent legislation, notably the Small Business, Enterprise and Employment Act 2015 (SBEEA 2015) introducing PSC disclosures and the Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) strengthening Companies House powers and imposing new incorporation statements and contact details.

Companies House acts as the public registry that third parties rely on for transparency about company particulars, officers and capital. This transparency supports counterparties and creditors by requiring the filing of accurate information, keeping statutory registers, and meeting annual compliance obligations. Post-2006, companies have unrestricted objects by default (s 31 CA 2006), and third parties are protected when dealing with companies even where internal restrictions exist (s 39 and s 40 CA 2006). Understanding the interplay between constitutional provisions and the external validity of transactions is relevant to formation and early operations, as is awareness of statutory offences for non-compliance with filing and disclosure obligations.

Key Term: Incorporation
The legal process, regulated by the Companies Act 2006 and administered by Companies House, by which a company is formed as a separate legal entity distinct from its owners and managers.

Methods of Obtaining a Company

Clients seeking to operate via a limited company typically have two routes:

• Incorporating a new company: This involves preparing and submitting all required documentation to Companies House for the specific needs of the business.
• Acquiring a shelf company: This is a pre-registered company, usually set up by formation agents or law firms, which has not traded. It offers speed but may require subsequent changes (directors, shareholders, name, articles) to suit the client's requirements.

Shelf companies are commonly delivered with a pack including the certificate of incorporation, current articles of association, statutory books, initial subscriber share transfer documents, and resignations of the nominee officers. The purchaser will then “customise” the company by:

• filing changes to directors (AP01/TM01) and, if applicable, the secretary (AP03/TM02)
• transferring the subscriber shares and entering the transfer on the register of members (with a new share certificate)
• changing the registered office (AD01) if required
• updating the PSC register and making any PSC filings (e.g. PSC01–PSC07 as applicable)
• changing the company name (special resolution and NM01) and updating all stationery/communications
• adopting bespoke or amended articles (special resolution, file amended articles and the resolution)

Additional practical checks should include confirming the shelf company has never traded, ensuring there are no registered charges (s 859A CA 2006), and verifying that the statutory books have been kept accurately (register of members, directors, directors’ residential addresses, PSCs). Even though same-day electronic incorporation is widely available for new incorporations, shelf companies remain used in certain transactions where an existing incorporation date or an established accounting reference date is desirable.

Key Term: Memorandum of Association
A document required for incorporation under the CA 2006, primarily serving as a declaration by the initial subscribers of their intention to form a company and become members (taking at least one share each in a company limited by shares). It has limited ongoing constitutional significance post-incorporation.

Key Term: Articles of Association
The primary constitutional document of a company, setting out the internal rules governing its operation, management, decision-making processes, and the rights and duties of directors and members.

Incorporation by Registration

The most common method of forming a company is by registration. This involves submitting specific documents and information to Companies House.

Required Documentation

The key documents required for registration under the CA 2006 are:

• The application for registration (currently Form IN01).
• The memorandum of association.
• The company's articles of association (unless adopting the standard Model Articles without amendment).
• The applicable registration fee.

Applications can be made electronically or by post. Section 9 CA 2006 sets out the required documents. SBEEA 2015 added PSC disclosures on incorporation, and ECCTA 2023 requires additional statements and contact details (see below). Electronic incorporation is generally faster and may be available on a same-day basis for an increased fee. Where Model Articles are adopted without amendment, they apply by default without the need to file a full set (s 20 CA 2006), simplifying the registration step.

Key Term: Model Articles
Standard default sets of articles of association provided by regulations (The Companies (Model Articles) Regulations 2008). Private companies limited by shares typically adopt Schedule 1 unless bespoke articles are registered. They apply automatically if no articles are registered (s 20 CA 2006).

When submitting the application, the promoters must decide whether the company is private or public, the basis of limitation (by shares or guarantee), and whether the articles will be the Model Articles (unaltered), Model Articles with amendments, or bespoke. For companies limited by guarantee, a statement of guarantee must be included. For public companies, additional requirements apply including the trading certificate and minimum allotted capital threshold, but the registration step itself follows the same basic structure.

The adoption of unrestricted objects since the CA 2006 reduces the risk of invalidity of transactions due to corporate capacity issues. However, if the articles include restrictions or specific objects clauses, acts done in contravention remain valid as regards third parties (s 39), though directors may breach their duty to act within powers (s 171) and internal remedies may be available to the company. Where restrictions on directors’ authority are desired in bespoke articles, they should be drafted carefully with awareness of the protective effect of s 40 in favour of good faith third parties.

The Certificate of Incorporation

Once the Registrar is satisfied, a Certificate of Incorporation is issued.

Key Term: Certificate of Incorporation
The official document issued by Companies House confirming a company's legal formation, its registered number, date of incorporation, and basic status (e.g., private/public, limited by shares/guarantee). It is conclusive evidence (s 15(4) CA 2006) that the company has been duly registered.

The company legally exists from the date stated on this certificate. It is only from this point that the company has legal capacity to enter into contracts in its own name. Any contracts purportedly made on the company's behalf before this date generally bind the individuals (promoters) who made them (s 51 CA 2006). For public limited companies, obtaining a trading certificate (confirming minimum capital and other requirements) is needed before they can commence business; private companies do not require such a certificate.

The “authorised minimum” allotted share capital for a public company is currently £50,000 (s 763 CA 2006), and at least one quarter of the nominal value and the whole of any premium must be paid up on each allotted share (s 586 CA 2006). A public company must not carry on business or borrow unless the Registrar has issued the trading certificate (s 761 CA 2006). Officers who permit trading before issue of the certificate commit an offence and may be liable to fines; contracts entered into are not invalid solely for that reason, but the company may incur civil consequences regarding obligations incurred prior to certification.

Contracts concluded before incorporation cannot be ratified by the company after incorporation under the CA 2006; the statutory rule in s 51 applies to protect third parties by treating the contract as with the promoter unless otherwise agreed.

Worked Example 1.1

A promoter incorporates BrightFuture plc and immediately signs a loan agreement in the plc’s name before the trading certificate is issued. What are the legal implications?

Answer:
A public company requires a trading certificate before it can commence business or borrow (s 761 CA 2006). Entering into borrowing before certification exposes the company and any officer in default to criminal liability. The loan contract itself is not automatically invalid, but the company has acted contrary to statute and officers may face sanction. In practice, lenders will not proceed until the trading certificate is produced. The company should obtain the certificate confirming at least £50,000 allotted share capital (with minimum paid-up amounts) and only then execute borrowing documents.

The Application Form (Form IN01)

Form IN01 requires comprehensive details about the proposed company. Key sections include:

Company Details

• Proposed Name: Must end with 'Limited' or 'Ltd' for private companies, and 'public limited company' or 'plc' for public companies (ss 58–59 CA 2006). It cannot be the same as an existing registered name (s 66 CA 2006), must not be offensive (s 53 CA 2006), and may require consent for certain “sensitive” words and expressions under the Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015. “Same as” and “too like” rules allow the Registrar to reject or require a change where confusion may arise; name availability checks should include the Companies House index and the UKIPO trademark register to avoid infringement or passing off. Certain charitable or professional bodies may obtain approval to omit “Limited” from their name in defined circumstances (s 60 CA 2006), but this requires specific consent from the Secretary of State.
• Registered Office: The company's official address within the correct jurisdiction (England and Wales, Wales-only, Scotland or Northern Ireland) where legal documents can be served (s 86 CA 2006). From 2024, the registered office must be an “appropriate address” capable of assuring delivery to the company and providing acknowledgement or evidence of delivery when required (ECCTA 2023). PO Box-only addresses are not acceptable. Changes must be notified by AD01 and are effective only upon registration.
• Registered Email Address: From 2024, companies must provide and maintain a registered email address for Companies House communications (ECCTA 2023). It should be a monitored mailbox reasonably expected to reach the company. The address is not published on the public register but failure to maintain an appropriate address or email can trigger compliance action and potentially lead to default addresses being imposed or strike-off procedures.
• Jurisdictional Statement: The part of the UK in which the company is registered must be indicated; the suffixes may differ if using Welsh equivalents. A company can elect to be registered in “England and Wales” or “Wales” alone; the choice affects filing language options and certain name elements.
• Company Type and Liability: IN01 records whether the company is private or public, and whether members’ liability is limited by shares or by guarantee (s 9 CA 2006). If limited by guarantee, a statement of guarantee must be included specifying the amount each member undertakes to contribute in a winding up.

Key Term: Registered Office
The official address of a company required for registration purposes, used for formal communications and the location where certain statutory records must be kept or made available for inspection.

• Articles of Association: The application must state whether the company adopts the Model Articles in full, adopts them with amendments, or provides entirely bespoke articles (s 9(5) CA 2006). Post-2006 companies have unrestricted objects by default (s 31 CA 2006), so any restrictions on capacity should be expressly included in the articles if desired. If the company later amends its articles, it must file the amended articles and the resolution within the statutory period (s 26; ss 29–30 CA 2006).

Key Term: Model Articles
Standard default sets of articles of association provided by regulations (The Companies (Model Articles) Regulations 2008). Private companies limited by shares typically adopt Schedule 1 unless bespoke articles are registered. They apply automatically if no articles are registered (s 20 CA 2006).

Practical drafting notes for articles at formation include setting clear share rights (voting, dividend, capital and redemption rights), any pre-emption rights on allotment or transfer (if deviating from statute), board quorum and decision-making, director appointment/removal processes, and any bespoke restrictions on business lines or objects. Remember, third parties are protected even where internal limits exist (ss 39–40), so internal control relies on board discipline, shareholder oversight and clear drafting.

Proposed Officers

• Directors: Details required include full name, date of birth (month and year are public), nationality, occupation, service address (public), and residential address (protected from public disclosure unless used as the service address). A private company must have at least one director, who must be a natural person aged 16 or over (ss 154, 155, 157 CA 2006). Consent to act as director must be confirmed. Current policy restricts corporate directors: the default prohibition can be subject to limited exceptions, but any corporate director must meet statutory requirements and its own directors generally must be natural persons (policy implemented under SBEEA 2015/ECCTA reforms). Directors’ particulars and changes must be notified on AP01/AP02, TM01/TM02 and CH01/CH02 within the statutory deadlines.
• Company Secretary: Appointment is optional for private companies (s 270 CA 2006). If one is appointed, their details (name, service address) are required. Public companies must appoint a suitably qualified company secretary (s 271 CA 2006).

Director information must later be reflected in the company’s internal register of directors and the separate register of directors’ residential addresses (ss 162–165 CA 2006). Appointments and changes must be notified to Companies House within 14 days (s 167 CA 2006; AP01/AP02, TM01/TM02). Where a corporate shareholder intends to vote or attend meetings, a corporate representative may be authorized under s 323 CA 2006.

From a compliance standpoint, maintaining accurate director particulars and keeping registers available for inspection is a criminal law obligation. Private companies can elect to keep the register of directors and the register of directors’ residential addresses on the central register at Companies House instead of locally (ss 167A–167B CA 2006), though residential addresses are not open to public inspection.

Statement of Capital and Initial Shareholdings

This section details the company's initial share structure for companies limited by shares (s 10 CA 2006).

Key Term: Statement of Capital
Part of the incorporation application detailing the number of shares, their aggregate nominal value, the classes of shares and their associated rights, and the amount paid or unpaid on subscription.

It includes:

• total number of shares subscribed for on incorporation
• aggregate nominal value
• details of each class of share (if more than one) and their prescribed particulars (rights on voting, dividends, capital distributions, redemption)
• amount paid and unpaid on each share per subscriber, including any premium
• currency of the share capital (where relevant)

Prescribed particulars must be sufficiently clear to inform shareholders and third parties of core rights. Typical particulars for ordinary shares include one vote per share on a poll, rights to dividends as declared, rights to participate in surplus assets on a winding-up, and any redemption or conversion rights. If preference shares or multiple classes (A, B, etc.) will exist on incorporation, their dividend priority, voting restrictions and capital preferences must be stated. Shares under the Model Articles must be fully paid on issue (MA 21). If issued at a premium, the excess over nominal value must be credited to the share premium account (s 610 CA 2006) and treated as part of capital maintenance rules.

Where the company intends to allot additional shares soon after incorporation, consider whether directors have authority to allot (s 550 for private companies with a single class of shares; s 551 for companies with multiple classes/public companies) and whether statutory pre-emption rights (ss 560–565) will apply or be disapplied (ss 567–571). Return of allotment must be filed (SH01) within one month of allotment.

People with Significant Control (PSCs)

Details must be provided for any individual or registrable legal entity that meets the criteria for significant control over the company upon formation (Part 21A CA 2006). The initial PSC information forms the basis of the company’s PSC register and must be kept up to date.

Key Term: People with Significant Control (PSC)
An individual or registrable legal entity satisfying one or more specified conditions relating to share ownership (holding >25%), voting rights (holding >25%), the right to appoint/remove a majority of the board, or exercising significant influence or control.

Key Term: Registrable Legal Entity (RLE)
A legal entity that meets a PSC condition and itself is subject to its own disclosure requirements (e.g., a UK company keeping a PSC register). Where such an entity has significant control over the company and sits immediately above it in the ownership chain, it must be entered on the company’s PSC register as a registrable PSC.

The PSC section requires:

• full name, date of birth, nationality and service address for individuals; corporate details for RLEs
• the nature of control, using statutory bands (e.g., ownership of more than 25% but not more than 50% of the shares; more than 50% but less than 75%; 75% or more)
• the date on which the PSC condition is met

If at incorporation no PSC has yet been identified or confirmed, statements to that effect must be recorded in the PSC register and appropriate filings made (e.g., “PSC information not yet confirmed”). Failure to investigate and keep PSC details current is a criminal offence for the company and any officer in default. Certain traded public companies are exempt from keeping a PSC register because equivalent disclosures are made under market rules, but the exemption does not apply to typical private limited companies.

Private companies can elect to keep certain statutory registers (members, directors, PSCs) on the central register at Companies House rather than maintaining physical books (opt-in under SBEEA 2015). If this election is made on incorporation, the notice should accompany the application. If kept locally, registers must be available for inspection at the registered office or a notified Single Alternative Inspection Location (SAIL) address.

Worked Example 1.2

Founders propose to form TechStart Ltd with 100 ordinary £1 shares. Founder A will take 60 shares (£60 nominal value) and Founder B will take 40 shares (£40 nominal value), both fully paid. Both will be directors. What information regarding capital and PSCs is needed for Form IN01?

Answer:
The Statement of Capital needs to show: Total shares = 100; Aggregate nominal value = £100; Class = Ordinary; Prescribed particulars (rights) = standard voting/dividend rights; Amount paid = £1 per share; Amount unpaid = £0. The Initial Shareholdings section lists Founder A subscribing for 60 shares and Founder B for 40. The PSC section must identify both A and B as PSCs, stating the nature of control (e.g., ownership of more than 50% but less than 75% of shares/voting rights for A; ownership of more than 25% but not more than 50% for B).

Statement of Compliance and Lawful Purpose Statement

This is a declaration confirming that all requirements of the CA 2006 regarding registration have been complied with (s 13 CA 2006). In addition, from 2024, incorporations must include a statement that the company is being formed for lawful purposes (ECCTA 2023), and confirmation that the registered office and registered email address are appropriate and will be maintained.

A false statement of compliance or failure to maintain an appropriate registered office/email can result in compliance action, including queries from the Registrar, requirements to correct particulars, and potential strike-off if non-compliance persists. The statement may be made by a subscriber, proposed director or authorized person (such as a formation agent), but responsibility for accuracy remains with the company’s promoters.

Key Term: Statement of Compliance
A declaration, included in the application for registration (Form IN01), confirming that the requirements of the Companies Act 2006 regarding company formation have been met.

Worked Example 1.3

A charity support body wishes to form Community Hub, a company limited by guarantee (not by shares). Each member undertakes to contribute £1 in a winding up. What additional details must be included on Form IN01 and what does the memorandum record for a guarantee company?

Answer:
IN01 must indicate that the company is private limited by guarantee and include a statement of guarantee specifying that each member undertakes to contribute £1 towards the company’s assets in a winding up. The memorandum of association records the subscribers’ agreement to form the company and become members (without shares), and their names and authentication. No statement of capital or initial shareholdings is required because the company is not limited by shares. PSC disclosures still apply, and the articles should set out members’ rights and the basis of guarantee.

Post-Incorporation Filing and Administration

While detailed ongoing compliance is beyond this article's scope, certain immediate post-incorporation steps relate to initial setup and registration:

• First Board Meeting: Decisions often include formally appointing a chairperson, adopting a company seal (optional), appointing bankers and formalising bank mandates, appointing auditors (if required), setting the accounting reference date (or accepting the default—last day of the month of incorporation), approving directors' service contracts, authorising use of a trading name, registering for relevant taxes (Corporation Tax, PAYE, VAT), allotting any further shares and issuing share certificates, and insurance arrangements.
• Accounting Reference Date: If the board wishes to change the default, file AA01 at Companies House.
• Statutory Books: Establish the company's statutory registers (members, directors, directors’ residential addresses, and PSCs). Private companies may elect to keep certain registers on the central register at Companies House; if instead kept locally, they must be available for inspection at the registered office or a Single Alternative Inspection Location (SAIL), notified on AD02/AD03/AD04. Minutes of all board and general meetings must be kept for at least ten years (ss 248, 355 CA 2006).
• Filing Resolutions and Returns: File copies of special resolutions and certain ordinary resolutions within 15 days (ss 29–30 CA 2006). File any return of allotment (SH01) within one month of allotting shares and issue share certificates within two months of allotment or transfer. If the company updates its articles by special resolution (s 21 CA 2006), file the amended articles within 15 days (s 26).
• Directors and Officers Filings: Notify Companies House of appointments and terminations within 14 days (s 167 CA 2006); ensure registers are updated internally. Where director particulars change (name, service address, nationality, occupation), notify CH01/CH02 as applicable.
• Accounts and Reports: Directors must prepare annual accounts and, where applicable, directors’ report and strategic report. Private companies must file accounts within nine months of the end of the accounting reference period (s 442 CA 2006). Small companies and micro-entities benefit from reduced filing and audit exemptions (ss 382, 384A, 477 CA 2006).
• Annual Confirmation Statement: File the confirmation statement (CS01) within 14 days of the confirmation date (anniversary of incorporation) to confirm that all information held on the public register is up to date, including any changes to shareholders and PSCs (s 853A CA 2006). A lawful purpose statement is now required annually. If the company has share capital and changes occurred during the review period, a statement of capital must accompany the CS01.
• Trading Disclosures: Ensure required disclosures appear on business letters, emails and website (registered name, registered number, registered office and place of registration), and that any display of director names is comprehensive if one name is shown (Companies, LLP and Business Names and Trading Disclosures Regulations 2015; s 82 CA 2006).

If the company changes its registered office (AD01), registered name (special resolution and NM01), accounting reference date (AA01), or adopts amended articles (special resolution and filing of the amended articles), timely filings are essential. Creating charges over company assets must be registered within 21 days (s 859A CA 2006); the certified instrument will be available for public inspection (s 859I). Before granting secured lending, counterparties will inspect the charges register and, for land, the Land Registry.

For share capital management after incorporation, check directors’ authority to allot (ss 550–551), assess pre-emption rights (ss 560–566), and consider whether disapplication is necessary (ss 567–571). For private companies, the Model Articles do not exclude statutory pre-emption rights; if pre-emption is undesirable, disapplication by special resolution or bespoke articles is needed. Transfers of shares require stock transfer form and stamping where applicable; directors may refuse registration under MA 26, subject to any bespoke restrictions.

Single-member companies must note the required statement on the register of members indicating that the company has only one member and record any change from that status (s 123 CA 2006). Joint holdings should include one address on the register (s 113(5) CA 2006). Directors’ service contracts must be kept available for inspection by members for at least one year after expiry (s 228 CA 2006).

Worked Example 1.4

Before incorporation, a promoter signs a supply agreement “for and on behalf of FutureFabrics Ltd,” a company still in formation. The board wishes to proceed with the supply after incorporation. What is the legal position and what practical steps should be taken?

Answer:
Under s 51 CA 2006, the pre-incorporation agreement has effect as a contract with the person purporting to act for the company and that person is personally liable, unless the contract expressly provides otherwise. The company cannot ratify the pre-incorporation contract to adopt liability retrospectively. Practically, the company should enter into a fresh contract in its own name after the certificate of incorporation is issued. If the supplier agrees, the promoter may be released from the pre-incorporation obligation by novation.

Revision Tip

While form numbers (IN01, AP01, CS01 etc.) can be helpful, the focus is on understanding what information needs to be filed, why, and the consequences of failing to comply. Understand the purpose behind the filings and the statutory deadlines.

Exam Warning

Be precise about the documents required at incorporation. The Memorandum of Association is required but has minimal ongoing constitutional role post-CA 2006, unlike the Articles of Association which contain the company's internal rules. Don't confuse their functions. Distinguish initial registration filings (IN01 and supporting documents) from ongoing filings like the Confirmation Statement (CS01) and accounts. For public companies, remember that a trading certificate is required before commencing business; the certificate of incorporation alone is not sufficient to start trading as a plc.

Key Point Checklist

This article has covered the following key knowledge points:

• Incorporation by registration at Companies House is the standard method for forming a limited company.
• Key documents include Form IN01, the Memorandum of Association, and the Articles of Association (unless using Model Articles).
• Form IN01 requires details on the company name, jurisdiction, registered office (now an “appropriate address”), registered email address, directors (and consent), initial shareholders/guarantors, share capital (if limited by shares), and Persons with Significant Control (PSCs).
• For companies limited by guarantee, a statement of guarantee is required; no statement of capital is needed.
• The Certificate of Incorporation is conclusive evidence of formation under s 15(4) CA 2006 and marks the company's legal existence; pre-incorporation contracts bind the promoter under s 51 unless otherwise agreed.
• PSC information must be recorded at incorporation. Where a legal entity meets PSC conditions and is itself subject to disclosure requirements, it is a registrable legal entity and must be entered on the PSC register.
• The Articles of Association (often the Model Articles) form the company's internal rulebook; companies have unrestricted objects by default unless restricted in the articles, and third parties are protected when dealing with the company (ss 39–40 CA 2006).
• Immediate post-incorporation administration includes the first board meeting, setting the accounting reference date (or accepting the default), updating statutory registers, filing resolutions and returns (SH01, CS01), and tax registrations.
• Private companies may elect to keep certain statutory registers on the central register at Companies House; otherwise, they must keep and make them available at the registered office or SAIL.
• Ongoing obligations include filing annual accounts and the confirmation statement, and promptly notifying Companies House of changes to officers, registered office and articles.
• Public companies require a trading certificate and must meet the authorised minimum capital before commencing business; private companies cannot offer shares to the public (s 755 CA 2006).
• Company names must comply with availability, sensitive words and “same as/too like” rules; required trading disclosures must appear on company stationery and websites.

Key Terms and Concepts

• Incorporation
• Memorandum of Association
• Articles of Association
• Certificate of Incorporation
• Model Articles
• Registered Office
• Statement of Capital
• People with Significant Control (PSC)
• Registrable Legal Entity (RLE)
• Statement of Compliance