BL - Company - docs

Question 2

When did CA 2006 come into force?

Answer 2

1 October 2009

Question 3

What are the constitutional documents under CA 1985?

Answer 3

Articles of Association and the Memorandum

Question 4

What are the constitutional documents under CA 2006?

Answer 4

Articles of Association only

Question 5

What did the memorandum set out under CA 1985?

Answer 5

An objects clause setting out the purposes for which the company has been formed. Acting outside of this purpose was described as acting ‘ultra vires’ or outside the company’s capacity.

Question 6

Is there a need for an objects clause under CA2006?

Answer 6

No, unless the objects are specified in the Articles.

Question 7

Are the objects clauses of a pre CA 2006 company still in force post 2006?

Answer 7

Yes unless the articles are amended to remove the clauses.

Question 8

How can a company amend its articles?

Answer 8

By special resolution

Question 9

Are there any limitations on the extent to which a company can amend its articles?

Answer 9

Yes - any alteration must be made bona fide in the interests of the company as a whole.

Question 10

Who is bound by the articles?

Answer 10

The company and its members

Question 11

Who can enforce the articles?

Answer 11

Members will only be able to enforce provisions contained in Articles through the company itself.

Question 12

Can a member only use his rights under the articles to enforce them in his capacity as a member?

Answer 12

Yes

Question 13

What documents are needed to form a company?

Answer 13

• a copy of the company’s memorandum;
• Articles (ONLY if the company does not intend to use the Model Articles (MA));
• the fee (the applicant may pay a higher fee for a same-day incorporation); and
• an application for registration (Form IN01)

Question 14

Where are the documents required to set up a company sent?

Answer 14

Companies House

Question 15

What is contained in Form IN01?

Answer 15

• The company’s proposed name and registered office;
  .
• Whether the company is to be private or public;
• Whether the company is to be limited by shares (or guarantee);
• A statement of capital and initial shareholdings (s 10) (or if it is to be limited by guarantee, details must be given of the guarantee (s 11));
  .
• A statement of the company’s proposed officers (s 12) and persons with significant control (s 790); and
  .
• A statement of compliance (s 13).

Question 16

What happens after the Registrar of Companies has approved the application for incorporation of the company?

Answer 16

The company is sent a certificate of incorporation authenticated by the Registrar’s official seal.

Question 17

What is set out in the certificate of incorporation?

Answer 17

• the name of the company. This may be changed at a later date;
• the company’s registered number.
• the date of incorporation.

Question 18

When does a company become a legal entity?

Answer 18

From the date on which the certificate of incorporation is issued by Companies House.

Question 19

When does an ‘off-the-shelf’ company’s name change become effective?

Answer 19

From the date on which the new certificate of incorporation on change of name is issued by the Registrar of Companies