Company Formation

The Companies Act 2006 has made several changes to the way companies are registered. Many of the changes were introduced between November 2006, when the act received Royal Assent, and the final date of implementation in October 2009.

Instead of simply repeating huge sections of the Companies Act 2006 we have collected together the main points that will affect the company formation process -

Model Articles – this new document will replace the Memorandum and Articles of Association previously used for the Companies Act 1985. More information here >> Model Articles

Statement of Capital – companies will no longer have a total authorised share capital. Companies will now complete a Statement of Capital at the time of incorporation identifying how many shares are initially being issued. There is no ceiling to the number of shares issued at the time of registration or in the future. More information here >> Statement of Capital

Company Secretary – it is no longer a legal requirement to appoint a company secretary to a limited company. The responsibilities will automatically fall upon the company director when no secretary is appointed.

Company Directors – All companies must have at least one real person as a director. This is referred to as a natural person. Companies can still appoint another corporate entity (another company) to be a director but this must be in addition to the natural person.

Director’s service addresses – Directors will now declare two addresses at the time of incorporation. Their residential address and a Service address. The residential address can only be accessed by specific organisations. The service address will be placed on the public register.

Shareholders Addresses – Shareholders are only required to provide one address. A service address can be used for this address if required.

Corporate Directors and Corporate Secretaries – Corporate Officers  are now required to provide more information about where the company is registered.

Service address for confidentiality orders- This point has become redundant due to the use of service addresses by all Directors. All company directors and shareholders can use service addresses on the public register.

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