Companies are formed in the UK by preparing Form 10, Form 12, Memorandum and Articles and submitting them to Companies House, at the prescribed fee, currently set at £20.00, however a registration service fast costs £50.00.

form 10 is available by Companies House – in the UK this is the trading name of the Registrar of Companies (“the Registrar”) – to appoint the first directors of the company, in addition to the first registered address of the company in England, Scotland or Wales. The directors must indicate their address, occupation, date of birth and the other companies in which they have been a director during the last five years.

Form 12 it is simply a legal statement that the legal requirements to form a company have been met, and must be signed by an attorney or the person or one of the first directors of the company, and witnessed by a commissioner of oaths or solicitor.

There are four basic types of companies that can be formed under UK law:

• Private companies, limited by shares

The main characteristics of companies limited by shares are that the liability of the shareholders is limited to the amount they must pay for their shares. These are the popular form of company for this reason. Shares can be issued without a requirement for immediate payment of the shares, however, like other companies, the company can issue ‘orders’, which are demands issued by the company to shareholders for payment. In the event that the shareholder does not pay the call, the shares may be seized in favor of the company.

Stock corporations may have 1 subscriber.

• Private companies, limited by guarantee

Shareholders’ liability is capped and not limited in the same way for companies limited by guarantee. When a shareholder buys shares in a company limited by guarantee, the shareholder must agree to contribute to the company’s assets in the event of liquidation. This limit or guarantee can be as little as £1.00.

Stock corporations can have 1 subscriber.

• Private Unlimited

Unlike other forms of companies, the liability of shareholders in the event of liquidation is unlimited, making participation in an unlimited company the rough equivalent of trading as a partnership or sole trader, where personal liability is also unlimited. .

Private companies limited by shares must have 2 subscribers.

• limited public

Public companies differ from the types of private companies listed above in that company shares may be offered to the general public. However, shareholder liability is restricted in the same way that it applies to private companies: shareholder liability is restricted to the amount they are required to pay for their shares.

Private companies limited by shares must have 2 subscribers.

registered office

The purpose of the registered address is for the sending of legal notices by the Registrar and correspondence from the public. In the event that a business does not respond to correspondence from the Registrar, it will eventually be removed from the Business Registry, as the address is not effective.

directors

For private entities, a director can also be a secretary as long as there is another director. Those who have not been reinstated and those disqualified by the court from holding office are prohibited from accepting appointments as directors unless special permission has been granted. Minors may be designated in special circumstances. The Law establishes that the age of legal senility for directors of public companies reaches the age of 70 years. However, a general meeting may be called to reappoint the director.

Association Memorandum

The articles of incorporation define the corporate powers of the company. They govern the powers of the company, and it is one of the two documents that make up the constitution. That is, what has the power to do and what not. These provisions of the memorandum are the ‘objects’ of the company. When a company tries to exercise a power that it does not have, it is said that it is acting ultra vires. The articles of incorporation must specify the authorized capital of the company, that is, the number and class of shares that may be issued; the registered office

Statutes

The articles of a company govern the relationship between the company, the directors and the shareholders. These are the key relationships within the company and the articles serve to regulate the internal affairs of the company between these capacities. They are the statutes to which reference is made when it comes to determining the powers of the company, the shareholders or the directors.

The articles, for example, may dictate that the company must have a minimum number of directors.

Shareholders Agreements are contracts between the shareholders of a company to regulate the conduct of the shareholders among themselves, and can impose additional obligations and duties to those existing in the bylaws.

The role of the company secretary

The company secretary is the chief administrative officer and has the power to bind the company with respect to its administrative affairs. The secretary’s responsibilities are defined by your company service agreement and bylaws, and include writing the minutes, maintaining the statutory record, and preparing notices to shareholders, among many other responsibilities.

The Companies Registry

Companies House maintains a register of all companies in the UK. The Register is public and available for consultation by members of the public. The activities of the company must be reported to the Registrar so that the Registry is kept up to date. the Registrar provides forms to do this, such as appointments of directors and company secretary (Form 288a), resignations of directors and company secretary (Form 288b), changes in company name, changes in address registered (Form 287), returns of stock awards (i.e., when shares are issued to shareholders) (Form 88(2)), and capital increases (Form 123).