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Company Formation
From Wikipedia, the free encyclopedia
 |
| Business law |
|---|
| Business organizations |
| Basic forms: |
| Sole proprietorship |
| Corporation |
| Partnership (General · Limited · LLP) |
| Cooperative |
| USA: |
| Business trust · LLC · LLLP Series LLC Delaware corporation Nevada corporation |
| Commonwealth/Ireland/UK: |
| Limited company (By shares · By guarantee) (Public · Proprietary) |
| Civil law countries: |
| AB · AG · ANS · A/S · A/S |
| K.K. · N.V. · OY · S.A. · GmbH |
| European Company Statute |
| Doctrines |
| Corporate governance |
| Limited liability · Ultra vires |
| Business judgment rule |
| De facto corporation and corporation by estoppel |
| Piercing the corporate veil |
| Related areas of law |
| Contract · Civil procedure |
In the UK the process of Incorporation (business) is called Company Formation, it is also sometimes referred to as Company Registration. Under UK and most international law a Company or Corporation is considered a separate entity to the people that own or operate the business.
Historically most companies were created by either specialised Company Formations Agents such as Jordans or Oswolds of Edinburgh (both now part of the Jordans group)[4], and companies were expensive £ 2-300 relative to today. Solicitors and Accountants also form companies, however they have often subcontracted to Company Formation Agents even under the paper based process.
Today the majority of UK Companies are formed electronically. @UK PLC were one of the early electronic company formation agents, and there are now a large number of companies that provide low cost company formation services[5]. Most have packages below £ 100 and some have packages below the cost of paper filing which remains £ 20.[6]
Contents |
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
- Form 12
Each of these documents is explained below.
MEMORANDUM OF ASSOCIATION sets out the company name, the registered office address and the company objects. The object of a company may simply be to carry on business as a general commercial company. The company's memorandum delivered to the Registrar must be signed by each subscriber in front of a witness who must attest the signature.
ARTICLES OF ASSOCIATION is the document which sets out the rules for the running of the company's internal affairs. The company's articles delivered to the Registrar must be signed by each subscriber in front of a witness who must attest the signature.
FORM 10 gives details of the first director(s), secretary and the intended address of the registered office. As well as their names and addresses, the company's directors must give their date of birth, occupation and details of other directorships they have held within the last five years. Each officer appointed and each subscriber (or their agent) must sign and date the form.
FORM 12 - is a statutory declaration of compliance with all the legal requirements relating to the incorporation of a company. It must be signed by a solicitor who is forming the company, or by one of the people named as a director or company secretary on Form 10. It must be signed in the presence of a commissioner for oaths, a notary public, a justice of the peace or a solicitor. There is usually a £ 5 fee payable to the person that witnesses the statuary declaration.
For detailed information see the Companies House guide[1]
The key difference with the paper process is that there is no FORM 12 and requirement for a statuary declaration. This significantly speeds the process and Companies House's record for an Electronic Company formation is 5 minutes.
To access the electronic process you either need compatible software that works with Companies House eFiling service[2] and an account with companies house, or use a Company Formation Agent. The Company Formation agent will have created a series of links into Companies House, to lookup 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[3].
There are many different types of company:
- Public Limited Company (PLC)
- Private company limited by shares (Ltd, Limited)
- Company Limited by Guarantee
- Unlimited Company
- Limited Liability Partnership (LLP)
- Limited partnerships (LP)
- Societas Europa (SE) - A European PLC
- Royal Charter (RC)
- Community interest company
- ^ Companies House Guide to Company Formation[1]
- ^ E-Filing Compatible Software Providers[2]
- ^ E-filing Company Formation Agents [3]
- Incorporation (business) US Perspective