Keenan and Riches’BUSINESS LAW

Chapter 6Companies

Incidentally, there are no re-registration require-
ments to convert to single-member status. Conversion
is achieved by transferring all the shares to the single
member. No resolutions are required and there are no
filing requirements at Companies House. However, a
statement must appear on the Register of Members at
the side of the name and address of the sole member in
the following form: ‘The company became a single-
member company on (date) (month) (year)’. A similar
statement must be made if the company goes back to
more than one member, recording when it did so on the
lines set out above.

Formation

The relevant provisions are set out in Part 2 of the CA
2006 (ss 7–16). From 2007 the Registrar will offer a
web incorporation facility. The sections in Part 2 are
designed to remove any obstacle to formation of a com-
pany on-line. One person is now able to form any type
of company and not, as before, only a private company
limited by shares, but not for an unlawful purpose.

Memorandum of association

Those who wish to form a company must subscribe their
names to the memorandum of association, the form of
which will be prescribed.
Note: The memorandum, which was once a major
constitutional document, is now merely an incorpora-
tion document. No amendments will be possible. Pro-
visions in the memorandum of existing companies will
be regarded as in the articles and can be altered as such
by special resolution. Companies formed under the CA
2006 and existing companies may have unrestricted
objects.
Entrenched, i.e. unalterable clauses, will be in the
articles.

Requirements for registration

Section 9 registration documents

In future the information that is currently in the mem-
orandum will be provided to the Registrar in accordance
with this section.
The application for registration must state:

■the name of the company;

■the situation of the registered office, i.e. England and

Wales or Wales;

■whether the liability of the members is limited and, if

so, whether by shares or guarantee;

■whether the company is to be public or private.

Where the company is to have a share capital, there

must be a statement of initial shareholdings (see below)

and a statement of capital (see below); and if the com-

pany is to be limited by guarantee, a statement of the

guarantee (see below).

The application must also state the company’s pro-

posed officers and the intended address of the registered

office. It must be accompanied by a copy of the pro-

posed articles of association, if the company does not

intend to use the model articles, a copy of the memor-

andum and a statement of compliance with the Act.

The relevant documents can be delivered on-line as

well as in paper form. Section 1068 gives the Registrar

power to say how documents are to be delivered.

Statement of initial shareholding

This is not set out in the memorandum any more; the

concept of authorised capital has gone. The statement

sets out the subscribers to the memorandum, the num-

ber and nominal value of shares taken on formation and

the amount payable on formation by way of nominal

value and premium (if any).

Statement of share capital

This is a new provision. The statement contains the

following:

■the total number of shares of the company;

■the aggregate nominal value of them;

■the class rights for each class of shares;

■the total number of shares in each class and the aggreg-

ate nominal value of them;

■the amount, if any, paid up on the shares.

This statement is required on formation and when any

alterations are made.

Statement of guarantee

This states:

■the names and addresses of the subscribers to the

memorandum;

■that new members must agree to make some

contribution;

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