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 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’s 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’s 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 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.
Submitting the documents for registration
When Forms 10 and 12 and the Memorandum of Association have
been completed and checked they should be posted to
Companies House with the company registration fee to
register the new limited liability company. The standard
limited liability company registration fee is currently
£20, 2007. A limited company registration is normally
completed within 7 – 10 days when the Certificate of
Incorporation will be sent to the Company’s
registered. Same day incorporation is possible at a
registration fee of £50. If the express same day
service is required the envelope should be marked for the
attention of “New Companies Section” and
“Same Day Incorporation”
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Terry Cartwright, a Chartered Company Secretary, provides
inexpensive company formation document packs at
http://www.diyaccounting.co.uk/company.htm and a limited
liability company formation incorporation service at
http://www.diyaccounting.co.uk/company.htm assisting many
individuals through the company formation process.
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