Your Total Guide To business

Forming a Limited Company

Although you can set up a company using your own resources, it's normally advisable to use a specialist formation agent. Morris Owen tell us to consider the following:

Incorporation procedures

You will need to complete the following forms:

Send the completed forms to Companies House with a cheque for the necessary fee, and the certificate of incorporation should be issued. A private company may begin trading activities from the date of issue of this certificate.

If formation agents have been involved, they will normally provide copies of the relevant documents, together with suggested minutes for the directors' meeting, a form AA01 - change of accounting reference date, and forms SH01 (Return of allotment of shares). They usually also supply the Statutory Book - a combined register, and minute book (in loose leaf or bound form), and some blank share certificates.

Post Incorporation Matters

First Meeting of Directors

Once you receive the Certificate of Incorporation, you should hold a first meeting of directors to deal with the following matters:

First General Meeting

A first general meeting of the company will be required:

Returns

After the first board and general meetings, you should make the following returns to the Registrar of Companies:

  • Whether the company is to be a private or public company limited by shares, or a private company limited by guarantee
  • The purpose of the company and its capital requirements
  • Whether the proposed company name is available and acceptable
    • Statement of first directors, secretary, and registered office (Form IN01 - Application to register a company)
    • Memorandum of Association, including details of the subscriber(s)
    • Articles of Association, including relevant rights and restrictions on shares of each class (if more than one), and conditions relating to directors
    • Appointment (if appropriate) of a chairperson, managing director, and any additional directors, and approval of any employment contracts
    • Appointment (if appropriate) of auditors
    • Issue of share certificates and, if appropriate, allotment of further shares
    • Approval of banking arrangements, including agreeing authorised signatories in respect of the company's bank account and passing the resolutions required by the bank
    • Approval of any business contracts
    • Disclosure by directors of their interests in any contracts made with the company
    • Disclosure in writing by the directors of their interests in shares or debentures of the company and associated companies
    • Adoption of an accounting reference date
    • Convening of a general meeting (if required)
    • To approve any substantial property transaction between the company and any of its directors
    • To approve any directors' service contracts to be entered into for terms exceeding five years
    • Form SH01 (Return of allotment of shares)
    • If necessary, Form AA01 (Change of accounting reference date). Failure to notify a change will result in the company's accounting reference date becoming the anniversary of the end of the month of incorporation.
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