The Commercial Department at QualitySolicitors Oliver & Co. has extensive experience in advising business clients across the full spectrum of industry sectors in relation to all their commercial and contractual needs. One of the services we offer is to provide simple straightforward advice in respect of incorporation whether you are an existing business or partnership or a start up company.

A business cannot operate as a limited company until it has been incorporated as a company at Companies House. Incorporation is the process by which a new business or an existing sole trader or partnership becomes a limited company. From the 1st October 2009, following the final implementation of the Companies Act 2006, new forms and documents have been introduced to incorporate a private company, limited either by shares or by guarantee.

A private limited company can be formed by one or more persons for any lawful purpose by:

• subscribing to or signing a Memorandum of Association and Articles of Association (in the prescribed format) which set out the principal information regarding the company and the framework of rules for the way in which it will operate both with third parties and internally;
• completing Companies House Form IN01; and
• paying the registration fee (currently £20).

These documents are sufficient to incorporate the company. However, through working with you and your business, we can ensure that your company structure and constitution match your needs and provide a framework that will allow your business to grow.

The issues set out below give you an idea of those aspects of company formation which you should pay particular attention to prior to incorporation. Our corporate specialists at QualitySolicitors Oliver & Co. can offer you expert guidance on these and other related issues, aswell as assisting you with the drafting of appropriate Articles of Association and completion of the incorporation documents for Companies House.

Choosing a Company Name

The first stage in registering your company is to choose the right name for the business and to check the Companies House Index of Registered and Proposed Company Names.

In choosing a name there are a number of rules that need to be considered:

• Is the name the same as one already in use? Even if the name you choose is sufficiently different to any on the Index, it is possible that following incorporation an objection could be made, whereupon the company could be directed to alter its name.
• The name must not be offensive or its use criminal.
• The words “limited”, “unlimited” or “public limited company” can only be used at the end of the proposed name.
• Certain prescribed words and those which imply a connection to national or international status, representative or authoritative status (e.g. Association, Institute, Society, etc.) or specific objects or functions (e.g. Chemist, Foundation) need the approval of the relevant regulatory body or Secretary of State.

We will undertake the necessary check for you with Companies House and advise on any potential problems. As long as the name is outside the restrictions above and previously unregistered on the Index you should not have any problems.

Directors

All private companies must have at least one director who is a natural person (i.e. not another company or corporate body).

Directors are appointed to manage the activities of the company in accordance with the company’s Articles of Association and with company law. Generally, in terms of conducting the business of a company and statutory reporting duties there are certain responsibilities required of directors. We will ensure that you are aware of these responsibilities whether they are the filing of documents at Companies House or the wider responsibilities that come with being a company director which have recently been codified for the first time in the Companies Act 2006.

Undischarged bankrupts and persons disqualified by the court cannot be a director unless given specific leave by the court. A director must be aged over 16, but there is no upper age limit. The auditor of a company cannot be a director or company secretary of that company.

Subscribers / Shareholders

A private company limited by shares can be formed by one or more persons by subscribing to the Memorandum of Association and the Articles of Association. These subscribers are the initial members / shareholders of the company. Company directors are often also the shareholders, especially in smaller companies, but this does not have to be the case.

Company Secretary

Private companies are no longer required to appoint a company secretary. Where no secretary is appointed, the duties that would normally fall under a secretary’s remit will fall to be performed by either the directors or such other person as is authorised by them.

Where a secretary is appointed, the secretary of a private limited company does not need specific qualifications, but should be a well organised person as the basic responsibilities are to administer the statutory documents and records of the company. We act in this capacity for a great many of our commercial clients for an annual fixed fee and would be happy to act as your company secretary to ensure through the web filing service at Companies House that all documents are filed accurately and on time.

Display of Company Name

Once it has been successfully incorporated your Company must display its name:

• at its registered office and at the place where it keeps its company records for inspection;
• at any other place at which it carries on business (this requirement will not apply if the location is used primarily for living accommodation, for example, if it is the director’s home);
• on all its business correspondence and documentation (in hard copy, electronic or any other form) including:
  • the company's business letters and order forms;
  • bills of exchange, promissory notes, endorsements, cheques and orders for money or goods purporting to be signed by, or on behalf of, the company;
  • bills of parcels, invoices, receipts and letters of credit; and
  • its websites.

Other Company Details

On all the company’s business letters, order forms (in hard copy, electronic or any other form) and its websites, the company must show in legible lettering:

(a) the part of the United Kingdom in which the company is registered - for companies registered in England and Wales, this will be “Registered in England and Wales”;

(b) the company’s registered number (as on the Certificate of Incorporation); and

(c) the address of the company’s registered office.

If a business letter, order form or any of the company’s websites mentions more than one address, you should state which address is the registered office.

A company does not have to state the directors' names on its business letters. However, if it chooses to do so, it must state the names of all its directors. In other words, a company cannot be selective about which directors' names it shows - it must show all of them or none of them.

If you wish to discuss the incorporation of your existing business or the setting up of a new business as a limited company please contact either Tim Polding on 01244 354697 or John Loney on 01244 354667 who will be delighted to assist you.