Регистратор компаний Великобритании

Практические руководства и инструкции, изданные Регистрационной палатой компаний Великобритании (the UK Companies House). Описывают процесс оформления устава, подачи документов и форм, оплаты пошлин, назначения должностных лиц (директоров и секретарей) и другие практические вопросы. Полный текст оригинала на английском языке.

Вторник, 25 июня 2019 апдейт:

1. Incorporating a new company

1.1 Incorporation

Incorporation is the process by which a new or existing business registers as a limited company. A company is a legal entity with a separate identity from those who own or run it. The vast majority of companies are limited liability companies where the liability of the members is limited by shares or by guarantee.

A business cannot operate as a limited company until it has been incorporated at Companies House under the Companies Act 2006. Establishing your business as a company means the directors are required to file certain documents every year such as annual accounts and a confirmation statement. They must also inform Companies House about any changes, such as the appointment or resignation of directors or a change to the company’s registered office.

It may be worthwhile seeking professional advice from a solicitor or accountant before deciding whether an incorporated company is the best way for you to run your business.

1.2 Who can incorporate a company

One or more persons can form a company for any lawful purpose by subscribing their names to a memorandum of association. In law, ‘person’ includes individuals, companies and other bodies. By completing the memorandum, the subscribers are confirming their agreement to form a company. Children under 16 don’t have the legal capacity to enter into a contract. The registrar won’t normally accept an application for incorporation if she is aware that the subscribers are under 16.

1.3 Types of company

There are four types of company:

Private company limited by shares: This company has a share capital and the liability of each member is limited to the amount, if any, unpaid on their shares. A private company cannot offer its shares for sale to the general public.

Private company limited by guarantee: This company does not have a share capital and its members are guarantors rather than shareholders. The members’ liability is limited to the amount they agree to contribute to the company’s assets if it is wound up.

Private unlimited company: An unlimited company may or may not have a share capital but there is no limit to the members’ liability.

Public limited company: A public company has a share capital and limits the liability of each member to the amount unpaid on their shares. It may offer its shares for sale to the general public and may be quoted on the stock exchange. There is further information about public companies.

1.4 Method and fees

There are three ways to incorporate a company.

Electronic Software Filing

Electronic incorporations can be submitted electronically through suitably enabled software. However, many incorporation agents and software providers have developed their systems to the point where they are able to offer customers a webbased electronic service (this is chargeable). This means that occasional as well as regular customers can apply for incorporation.

Many of the businesses shown on our list of software suppliers provide web-based services and depending on the volume of filings you anticipate making, it may be more practical for you to use their services. More information about software filing and a list of providers.

The standard fee for electronic filing is £10 (or £30 for the ‘same day’ service for applications received by 3pm Monday to Friday). Straightforward applications are normally processed within 24 hours.

Web Incorporation Service

Web Incorporation is the safe and reliable way to file online, enabling you to quickly and easily incorporate your company. The standard fee for Web Incorporation is £12. There is no same day service and currently only applications for a private company limited by shares adopting model articles in their entirety with a proposed nonsensitive name can use this service.

It is also possible using Web Incorporation to register your incorporation documents in Welsh and English as long as the company to be incorporated is situated in Wales. This means that the registered office address also has to be in Wales. The Web Filing screens will take you through the process.

We have lots of guidance on starting a company available.

Paper filing

Paper documents, which must be sent to the appropriate office, take longer to process than electronic documents. The standard registration fee is £40 (or £100 for the ‘same day’ service for applications received by 3pm Monday to Friday).The fee is £20 (or £100 for the ‘same day’ service) if your:

- company’s registered office is stated as being situated in Wales («Welsh company») and you file documents in the Welsh language. (you can use the Web Incorporation Service for a private limited company adopting model articles in their entirety)

- company is a Community Interest Company (the total fee will be £35 including the CIC Regulator fee and there is no same day service)

- company is an unlimited company

- Cheques should be made payable to Companies House. Straightforward applications are normally processed within 5 days of receipt. When filing ‘same day’ applications by post, courier or by hand ensure you clearly mark the envelope ‘same day incorporation’

1.5 Documents required to incorporate a company

To incorporate your company you must file the following documents:

- Application to register a company (form IN01) and the fee

- Memorandum of association

- Articles of association (unless you adopt model articles in their entirety)

- Additional information if your application includes a sensitive word or expression

You may not be able to incorporate your chosen company name if it is the ‘same as’ another name appearing on the registrar’s index of company names. There is an exception to this if an existing company (or LLP or other body on the index) is part of the same group as your company and consents to the use of your proposed name. This is explained more fully in choosing a company name.

1.6 Proposed name

You cannot reserve a proposed name.

We cannot guarantee to process applications in strict order of the time or date we receive them. And generally, electronic documents are processed more quickly than paper documents.

1.7 The application to register a company (form IN01)

You must tell us:

- the proposed company name

- where the company is situated - whether the registered office is in England and Wales, Wales, Scotland or Northern Ireland

- the registered office address - this must be where your company is registered, for example a company registered in Scotland must have a registered office address in Scotland

- whether the company will be private, public or unlimited

- details of the company’s intended business activities by reference to a standard industrial classification code (SIC)

- choice of articles of association

- details of the proposed director(s), and the secretary if it has one

- details of people with significant control (PSC), or other legally required statements such as a statement that the company does not have any PSC

- directors’ service and residential addresses

- a statement of capital and initial shareholdings or a statement of guarantee

- whether a company limited by guarantee wishes to apply to be exempt from needing to use ‘limited’ or ‘cyfyngedig’ in its name

- if the proposed name contains a sensitive word and a section requiring confirmation that you have requested the views of a government department or other body.

- a statement of compliance or guarantee

- If you use your home address as your service address or the company’s registered office, it will be available to the public.

See our guidance on what information we make publicly available.

1.8 Registered office address, service address and usual residential address

Your registered office address is the company’s official address. It’s where official communications will be sent, for example letters from Companies House.

The address must be:

- a physical address in the UK

- in the same country your company is registered in, for example a company registered in Scotland must have a registered office address in Scotland

A service address is one that can be used by a director to receive communications from third parties about the company. The service address can be the same as the person’s residential address, or the registered office address of the company, or it can be somewhere different.

A usual residential address is the usual home address of the director concerned. You must file this at Companies House but it will not be available on the public record for everyone to see. It’s held on a private register that’s only available to predetermined organisations.

If you use your home address as your service address or the company’s registered office, it will be available to the public.

See our guidance on what information we make publicly available.

1.9 Memorandum of association

The memorandum of association confirms the subscribers’ intention to form a company and become members of that company on formation. 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.

Under the Companies Act 2006, the memorandum is a much shorter document because all the constitutional rules of the company are contained in the articles of association. Consequently, the memorandum serves a more limited purpose and once the company has been incorporated, it cannot be amended.

Information on capital and shareholdings is no longer part of the memorandum as it is contained in the application to register (form IN01) as a ‘statement of capital and shareholdings’ or for a company limited by guarantee, a ‘statement of guarantee’, The required memorandum wording is included in the The Companies (Registration) Regulations 2008 (2008/3014) and you should use this format when preparing your memorandum. You can also download a proforma memorandum from our website. The wording of the memorandum is prescribed and it cannot be amended in any way. If you add or change the wording, your application will not be accepted.

1.10 Articles of association

A company’s articles of association are its internal rulebook, chosen by its members. Every company is required to have articles, which are legally binding on the company and all of its members. The articles help to ensure the company’s business runs as smoothly and efficiently as possible and will set out how decisions are taken by the members and directors as well as various matters connected with the shares.

The articles cannot contain rules that are against the law. Provided the members observe this general principle they have complete freedom to choose which rules are included in the company’s articles, although they may find it convenient to rely on model articles as a default position. If the members decide to draw up their own rules as bespoke articles they may wish to obtain professional advice before proceeding.

On incorporation your company can adopt model articles in entirety, model articles with amendments or it can draft its own bespoke articles.

1.11 Model articles

Although the members can determine their own articles, they can also choose to adopt standard model articles set out in legislation. You aren’t obliged to adopt the provisions of model articles, but they are suitable for most standard companies, provide useful guidance and in some cases provide a safety net. They are available for private companies limited by shares, private companies limited by guarantee and public companies.

The model articles are set out in schedules 1-3 of The Companies (Model Articles) Regulations 2008 (SI No. 3229).

When you complete the ‘application to register a company (form IN01)’, you need to specify if the proposed company is adopting:

- model articles in their entirety (they should not be filed with application form IN01)

- model articles with amendments (only the amended articles should be filed with the form IN01)

- bespoke articles (copy of the articles must be filed with the form IN01)

If you don’t indicate which articles you are adopting, we’ll automatically apply the model articles appropriate to your company type.

1.12 Unlimited companies

There aren’t any model articles provided for unlimited companies. However, an unlimited company can choose to use model articles as the basis of its own articles of association. The articles must not include the provision for the liability of the members to be limited and the members should consider including an article containing power for an unlimited company by special resolution to increase or consolidate share capital, subdivide or cancel shares or reduce share capital and any share premium account. If you are thinking of incorporating an unlimited company you may wish to obtain professional advice.

1.13 Notifying us when you change your articles

Once your company is incorporated, you must notify Companies House every time your company makes changes to its articles. You and your company may commit an offence if you do not do so. You can amend your articles by special resolution and deliver a copy to Companies House within 15 days of the date it is passed. You must also deliver a copy of the amended articles within 15 days of the date the amendment takes effect. It will help us if you file both at the same time.

Further information about what you need to do if you amend your company’s articles can be found in Life of a Company – Event Driven Filings.

1.14 Entrenched or restricted articles

Your company may choose to adopt articles, which include restricted provisions, which can only be repealed or amended if certain conditions are met. For example, a rule which can only be changed with the support of a higher majority of shareholders than the 75% that would be required to pass a special resolution.

If your company’s articles include any entrenched provisions you must complete the appropriate section of the application to register a company (Form IN01). The articles themselves must make it clear what conditions need to be satisfied in order to change the entrenched provisions in question.

1.15 Appropriate articles

We can’t supply bespoke articles of association but you can buy them from a company law stationer or formation agent. Alternatively, you can use the model articles for your company.

1.16 Registered office

Every company must have a registered office. The registered office must be a physical location where notices, letters and reminders can be delivered to the company. The registered office does not need not be the place where the company carries on its day-to-day business so it could, for example, be your accountant’s address. If the address is not effective for delivering documents, the company could risk being struck off the register or wound up by a creditor.

If any person you deal with in the course of your business requests in writing the address of your registered office, or the location where they can inspect your company records, or details of the records that you keep at your registered office, you must respond within 5 working days.

When you apply to incorporate your company you must state whether your company’s registered office is to be situated in England and Wales, in Wales (a «Welsh» company), in Scotland or in Northern Ireland. The address of your registered office must also be in the same country as its situation.

If you decide to change your registered office address, you must file a ‘Change of registered office address’ (AD01). The change is not effective until we register the form, which can be filed electronically as well as on paper. You can change the address of your registered office but you cannot change its jurisdiction. For example, if your registered office is in Northern Ireland you cannot change it to an address in Scotland.

1.17 Election to keep certain statutory register information at Companies House on incorporation

Private companies can elect to keep any or all of the information in certain statutory registers at Companies House rather than hold their own registers.

When an election is in place private companies can send the information that would usually be kept in their registers to the registrar of companies for placing on the public register at Companies House.

An election can be made by the subscribers on incorporation of the company. This is voluntary, and a company can hold its own registers, if it wishes.

The election only applies to the registers of:

- members

- people with significant control

- directors

- director’s usual residential address

- register of secretaries

More detailed information on exercising the election and the implications of doing so can be found in our guide to the registers regime.

1.18 What happens to incorporation documents sent to us

We will carry out a number of examination checks including one necessary to ensure proposed officers are not on the ‘Disqualified Directors Register’.

If the documents satisfy all the appropriate examination checks, we will incorporate the company, issue a certificate of incorporation and place the documents on the company record for public inspection. The incorporation does not take effect until Companies House has issued the certificate of incorporation. You should bear this in mind before obtaining company stationery or creating bank accounts.

1.19 Certificate of incorporation

The certificate of incorporation is conclusive evidence that the requirements of the Companies Act 2006 as to registration have been complied with and that the company is duly registered under this Act. The certificate will state:

- the name and registered number of the company

- the date of its incorporation

- whether it is a limited or unlimited company, and if it is limited whether it is limited by shares or limited by guarantee

- whether it is a private or a public company

- whether the company’s registered office is situated in England and Wales, Wales, Scotland or Northern Ireland

The certificate must be signed by the registrar or authenticated by the registrar’s official seal.

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