1. Is there more than one type of company?
3. Who can undertake a company formation?
There are four main types of company:
(a) Private company limited by shares - members' liability is limited to the
amount unpaid on shares they hold.
(b) Private company limited by guarantee - members' liability is limited to the
amount they have agreed to contribute to the company's assets if it is wound up.
(c) Private unlimited company - there is no limit to the members' liability.
(d) Public limited company (PLC) - the company's shares may be offered for sale
to the general public and members' liability is limited to the amount unpaid
on shares held by them. More about PLCs can be found in chapter 2.
2. How do undertake company formation ?
Ready-made companies are available from company formation agents whose
names and addresses appear on the Internet or in the Yellow Pages. 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) A memorandum of association
(b) Articles of association (except where Table A is adopted without modification)
(c) Form 12
(d) Form 10
Each of these documents are explained below.
The Companies Act generally allows one or more persons to undertake a company
formation for any lawful purpose by subscribing to its memorandum of association.
However, a public company or an unlimited company must have at least two subscribers.
(In law, 'person' includes individuals and companies.)
4. What is a memorandum of association included within a company formation?
This document sets out:
the company's name,
where the registered office of the company is situated (in England, Wales or
what it will do (its objects). The object of a company may simply be to carry
on business as a general commercial company.
Other clauses to be included in the memorandum depend on the type of company
being incorporated. The form of memorandum for each type of company is set
out in a set of tables called The Companies (Tables A to F) Regulations, 1985.
The company's memorandum delivered to the Registrar must be signed by each
subscriber in front of a witness who must attest the signature.
Tables The Companies (Tables A to F) Regulations 1985 SI 1985 No. 805, as
amended by SI 1985 No. 1052, are available from The Stationery Office Limited.
5. What are articles of association included within a company formation?
This document sets out the rules for the running of the company's
internal affairs. Model articles are provided in the Tables mentioned above.
A company may adopt the whole of Table A as its articles or any part of it.
A company limited by shares which has adopted the whole of Table A without
modification does not need to deliver a copy for registration. However, you
must attach a letter to your application saying this.
NOTE: If you adopt Table A without modification then you will need to appoint
at least two directors. However, a private company can have just one director,
if it's articles allow (see question 8). So if your company will have only
one director, you need to adopt a modified version of Table A. If Table A is
adopted with modifications, you must deliver the articles for registration.
All companies that are limited by guarantee or unlimited must register articles.
These should be in accordance with, or as near to that form as circumstances
permit, the following tables:
Company limited by guarantee without share capital Table C
Unlimited company with share capital Table E
The company's articles delivered to the Registrar must be signed by each
subscriber in front of a witness who must attest the signature.
6. What is Form 10 included within a company formation?
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.
Officers acting as both director and secretary
The same person can be both a director and company secretary, provided there
is another director. A sole director cannot also be the company secretary.
7. What is a registered office?
It is the address of a company to which Companies House letters and
reminders will be sent. The registered office can be anywhere in England and
Wales (or Scotland if your company is registered there). The registered office
must always be an effective address for delivering documents to the company,
and to avoid delays it is important that all correspondence sent to this address
is dealt with promptly. If a company changes its registered office address
after incorporation, the new address must be notified to Companies House on
Companies House uses the Post Office address file to verify addresses; so,
to avoid delays, please ensure that your proposed registered office address
is recognised by the Post Office and always give the correct postcode on
forms sent for registration.
8. What is the minimum number of officers a company requires in a
Every company must have formally appointed company officers at all
A private company must have at least:
one director - but the company's articles of association may require more than
one (See Question 5).
one secretary - formal qualifications are not required. A company's sole director
cannot also be the company secretary.
A public company must have at least:
one secretary - formally qualified, see chapter 2.
All company officers have wide responsibilities in law, but the key requirements
are contained in our booklet, 'Directors and Secretaries Guide'.
After incorporation, you must tell Companies House about:
the appointment of a new officer - use Form 288a;
an officer's resignation from the company - use Form 288b;
changes in an officer's name or address or any of the other details originally
registered on Form 10 - use Form 288c.
9. Can anyone be a company director?
In general terms, yes, but there are some rules. You can't be a
company director if:
you are an undischarged bankrupt or disqualified by a court from holding a
directorship, unless given leave to act in respect of a particular company
in the case of PLCs or their subsidiaries, you are over 70 years of age or
reach 70 years of age while in office, unless you are appointed or re-appointed
by resolution of the company in general meeting of which special notice has
There is no minimum age limit in the Companies Act for a director to be appointed
in England and Wales. However, he or she must be able to consent to their own
appointment. You should seek legal advice if you intend to have a very young
person as a director of your company.
In Scotland the Registrar will not register for any company the appointment
of a director under the age of 16 years old. A child below that age does not
have the legal capacity to accept a directorship - Age of Legal Capacity (Scotland)
Act 1991. If you need more information, contact Companies House, Edinburgh.
Some people not of British nationality are restricted as to what work they
may do while in this country.
10. What is a Form 12?
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.
Signing the declaration on Form 12
Form 12 must be signed and dated after all the other documents are signed and
dated. This is because Form 12 confirms that all other registration requirements
have been completed.
The form must clearly show if a person has signed on behalf of a corporate
director. If it appears that the person who signed is not a director, this
will cause delay.
11. What happens to the documents sent to the Registrar after a company
All company formation documents are subject to certain checks including
checks of prospective officers against the disqualified directors' register.
The Registrar then keeps the documents and makes them available for public
12. Can I choose any name I want for my company?
No. There are some restrictions on your choice of company name. Our
booklet, 'Company Names', explains how those restrictions may affect your choice
Company name checks
It is important to check that the name you want is acceptable to Companies
House before you complete the company formation documents.
Briefly, the restrictions are that:
you cannot register the same name as another company;
the use of certain words is restricted; and
names likely to cause offence are not allowed.
It is also important to check whether your chosen name is similar to any other
names already on the register. If your chosen name is too like another name,
an objection could be made within the 12 months following the incorporation
of your company and you could be directed by the Secretary of State to change
the company's name.
13. Where can I obtain forms to undertake a company formationin?
Forms 10 and 12 are available free of charge from Companies House
but they cannot provide a memorandum or articles of association. Specimens
of these documents can be obtained from legal stationers, accountants, solicitors
or company formation agents who can also supply Forms 10 and 12. Names and
addresses are available in business phone books.
14. Can I deal direct with Companies House to form my company?
Yes. However, they cannot advise you about the content of the memorandum and articles,
or if an incorporated company is the best vehicle for your business. If you
are unsure about any aspect of forming a company, please seek professional
advice from your solicitor, accountant or company formation agent.