Starting a limited liability company in the UK requires the submission to Company House forms, 10 and 12, plus a memorandum and articles of association to complete the company formation and registration.
Companies House Form 10
First directors and secretary and intended situation of registered office
Company formation Form 10 is where the details of the first director(s), company secretary and the proposed registered address of the proposed limited liability Company Secretary are recorded. Details required include the names and addresses of the officers and in respect of directors the date of birth, occupation and details of other directorships held within the last five years.
Before submitting the registration forms visit the Companies House website and carry out a name check to ensure the name is suitable and available. Names similar to existing companies are unsuitable as are any names likely to cause offence. On form 10 enter the proposed limited liability company name in full including Limited as the last word and the proposed registered office.
A company registered office is the address where Companies House can send letters to the limited liability company after the company formation. Enter the names and addresses of the Company Secretary, and the Directors in alphabetical order. Companies House reject registrations with invalid addresses. It is recommended that all addresses and postcodes are double checked before submission on the royal mail site which is a check Companies House will also carry out.
Form 10 must be signed and dated by each officer and each subscriber to the Memorandum of Association or by an agent on behalf of all the subscribers to the Memorandum of Association.
Companies House Form 12
Declaration on application for registration
Company formation Form 12 is a statutory declaration that all legal requirements relating to the incorporation of the company has been complied with. This declaration can be signed by a solicitor engaged in the formation of the Company or a person named as director or secretary on form 10 under section 10 of the Companies Act 1985.
The Declarant signature on form 12 has to be signed in front of and confirmed by a Commissioner for Oaths, Notary Public, Justice of the Peace or Solicitor. The date and signing of form 12 must be after all the other documents are signed and dated as form 12 is a legal declaration that the details being submitted are true. The form must clearly show if a person has signed on behalf of a corporate director. If it appears that the person who signed is not a director, this will cause delay.
Memorandum of Association
Every company formation requires a Memorandum of Association which is the record of the limited liability company name, where the registered office is situated and the objects of the limited company. The memorandum of association objects clause can be as simple as to carry on as a general commercial company. On the first page of the Memorandum of Association Company Secretary enter the Company Name.
The Memorandum of Association includes the number of shares being issued which can be any number the subscribers feel appropriate. On the final page enter the name and addresses of the subscribers to the Memorandum. These are the persons who are taking up the first shares in the company. The number of shares issued to each subscriber can be set at one share each. This can be changed to whatever arrangement is required provided the total number issued is less than the total number of shares.
The company's memorandum delivered to the Registrar must be signed by each subscriber in front of a witness who must attest the signature. Also enter the name and address of the witness to the subscribers who has signed Memorandum of Association. This witness can be any third party able to witness and confirm the signatures are correct.
Articles of Association
The standard Table A, Articles of Association, is a statutory document that governs the internal affairs of the company and it is recommended that Table A is adopted in its entirety when starting a limited liability company.
If the Articles of Association is unmodified then it is not strictly necessary to send this document with the documents for registration. However if the Articles of Association are not submitted a letter has to be sent with the application stating that Table A without modification is being adopted. It is easier to simply send the unmodified Table A. If Table A is adopted without modification at least two directors must be appointed
If the company will have only one director then Table A should be modified to reflect this and submitted with the other registration documents. The articles of association delivered to the Registrar must be signed by each subscriber of the proposed limited liability company in front of a witness who must attest the signature.