How is a company registered?
A company can be registered either electronically or by sending paper forms
and documents to Companies House. Incorporation Services
Limited provides an expert service for all your company formation and company
law requirements.
Electronic registration
Electronic registration of companies can only be done by those who have an arrangement
with Companies House to do so. The larger firms of commercial solicitors and
company registration agents register their companies this way, and it is by
far the quickest way of having a company registered. Incorporation
Services Limited provides an expert electronic registration service.
The main information needed to register a company are the same whether the
registration is done electronically or by traditional means. A copy of the company's
memorandum and articles must be provided. These
two documents (the memorandum of association and the articles of association)
together contain the company's constitution. The address of the company's registered
office and the details of the shareholders, directors and company secretary
must also be given. This information is verified by providing certian so-called
'security information'. Any three of the following items must be given:
Telephone number (last 3 digits)
Town of birth (first 3 letters)
Mother's maiden name (first 3 letters)
Father's first name (first 3 letters)
National Insurance number (last 3 digits)
Passport number (last 3 digits)
Eye colour (first 3 letters)
The registration fee is £15 (a subscriber to this system will have an
account at Companies House) and the typical registration time is a few hours
(unless there is a computer problem, which happens occasionally). The certificate
is emailed to the registrant, and there are regulations about how it should
be printed.
Registration of paper documents
This is the traditional way of registering companies, but now only a minority
of companies is registered this way.
The appropriate documents must be sent to Companies House in Cardiff (or, in
the case of a Scottish Company, in Edinburgh), with the registration fee of
£20.
The documents which must be filed are:
Memorandum of association
Articles of association
Form 10
Form 12
The memorandum and articles are the company's constitution. They must be signed
by at least one 'subscriber'. The subscribers are the founder members of the
company: CA 1985, sec13(3)).
Form 10 must state the address of the company's registered office and details
of the first directors and secretary of the company: CA 1985, sec10.
Form 12 is a statutory declaration that all the requirements of the Companies
Acts in connection with the incorporation have been complied with: CA 1985,
sec12.
In practice one of the main difficulties is selecting a name which is available
for registration. There are nearly 1.4 million companies already registered
and each has to have a different name. There are also rules about the acceptability
of a company name. See related topic: What name
may be used for a company.
On receipt of the application, Companies House will check that the name is acceptable and that the documents are in order. If so, a certificate of incorporation will be issued. This is the company's birth certificate. It states the exact name with which the company is registered, the date of incorporation and the company's registered number: CA 1985, sec13(1).
The company comes into existence on the date of incorporation and only from that date can it validly enter into contracts or undertake any legal activity. If any transaction is entered into in the company's name or on its behalf before the date of incorporation it is called a pre-incorporation contract. The company is not liable on the contract and the person who actually entered into it is personally liable for it. In other words, there can be no limited liability before the date of incorporation. See CA 1985, sec36C.
The time taken by Companies House to register a company in this way varies
from time to time, but typically takes just over a week. If it is necessary
to have a company set up in less time than that, there are two possibilities.
The first is to use the same-day registration facility. Companies House will
deal with the registration on the day on which the papers are received if a
registration fee of £80, rather than the standard fee of £20, is
paid. This will apply only if the papers are in order and the company name does
not involve any difficulties. Electronic registration is generally completed
in a matter of hours and so this service is for most purposes obsolete.
Ready made companies
The traditional alternative to is to acquire a ready made company (also known
as a 'shelf' company). This is one which has been set up in advance for the
purposes of later adoption. It must be a brand new company and not one that
has previously traded. A ready made company can be obtained from Incorporation
Services Limited, whocan also attend to any changes required. Its name and memorandum
and articles have already been registered, but the details can be changed as
necessary. Incorporation Services Limited maintains
a stock of ready made companies and provides an expert service for all your
company formation and company law requirements.
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