How is a private limited company formed and what documents do you need?
A company is registered by filing the necessary documents and paying the required fee at Companies House. The company is brought into existence when the Registrar of Companies (Registrar) issues the certificate of incorporation.
The prospective owners of the company can either, (1) register a new company with documents that are specifically tailored to their requirements (a tailor-made company), or (2) buy a company that has already been incorporated but has not yet traded (a shelf company).
The following forms must be sent to Companies House to incorporate a company:
• Application to register a company on Form IN01 and the fee;
• Memorandum of Association; and
• Articles of Association (except where you adopt model articles in their entirety).
Form IN01 is used to complete the following details:
• the proposed name of the company;
• the part of the United Kingdom where the company will have its registered office (this cannot be subsequently changed);
• general details about the proposed company, including a statement of proposed officers, the director(s), and the secretary if it has one, whether it is a public or private company and its intended registered office address; and
• a statement of capital and initial shareholdings or a statement of guarantee.
Details regarding the current level of fees are available from Companies House website.
The Memorandum of Association confirms the subscribers' intention to form a company and become members of that company on formation and is in a prescribed format. In the case of a company that is to be limited by shares, the memorandum will also provide evidence of the members’ agreement to take at least one share each in the company.
The Articles of Association contain the internal regulations and bye-laws covering procedure, shares, meetings, directors and other administrative issues. The articles are chosen by the members and form a contract between the company and its members. They help to ensure the company’s business runs as smoothly and efficiently as possible. Every company is required to have articles by law and the articles are legally binding on the company and all of its members. On incorporation, a company can adopt Model Articles, Model Articles with amendments or bespoke articles and the choice will be indicated on Form IN01. Model Articles are available for private companies limited by shares, private companies limited by guarantee and public companies. The different types of Model Articles are found in schedules 1-3 of ‘The Companies (Model Articles) Regulations 2008 (SI No. 3229)’.
Once the company is registered the Registrar will issue a Certificate of Incorporation. This confirms the company legally exists and shows the company number and date of formation.