ACCA F4 - Corp and Business Law (ENG)

Part D The formation and constitution of business organisations  13: Company formation 199

Documents to be delivered Description

Memorandum of association This is a prescribed form signed by the subscribers. The

memorandum states that the subscribers wish to form a company and

they agree to become members of it. If the company has share capital

each subscriber agrees to subscribe for at least one share.

Articles of association

(only required if the company

does not adopt model articles)

Articles are signed by the same subscriber(s), dated and witnessed.

Model articles are provided by statute and can be adopted by a new

company if:

 No other articles are registered, or

 If the articles supplied do not exclude or modify the model articles.

Statement of proposed officers The statement gives the particulars of the proposed director(s) and

company secretary if applicable. The persons named as directors

must consent to act in this capacity. When the company is

incorporated they are deemed to be appointed.

Statement of compliance

The statement that the requirements of the Companies Act in respect

of registration have been complied with.

Statement of capital and initial

shareholdings

(only required for companies

limited by shares)

A statement of capital and initial shareholdings must be delivered by

all companies with share capital. Alternatively, a statement of

guarantee is required by companies limited by guarantee.

Registration fee A registration fee is also payable on registration.

Questions on incorporation could require you to identify the documents which should be sent to the

Registrar.

3.2 Certificate of incorporation

The Registrar considers whether the documents are formally in order. If satisfied, the company is given a

'registered number'. A certificate of incorporation is issued and notice of it is publicised.

A company is registered by the inclusion of the company in the register, and the issue of a certificate of

incorporation by the Registrar. The certificate:

 Identifies the company by its name and registered number

 States that it is limited (if appropriate) and whether it is a private or public company

 States whether the registered office is in England and Wales, Wales, Scotland or Northern Ireland

 States the date of incorporation

 Is signed by the Registrar, or authenticated by the Registrar's official seal

A certificate of incorporation is a certificate issued by the Registrar which denotes the date of

incorporation, 'the subscribers, together with any persons who from time to time become members,

become a body corporate capable of exercising all the functions of an incorporated company'.

The certificate of incorporation is conclusive evidence that:

 All the requirements of the Companies Act have been followed.

 The company is a company authorised to be registered and has been duly registered.

 If the certificate states that the company is a public company it is conclusive.

If irregularities in formation procedure or an error in the certificate itself are later discovered, the certificate

is nonetheless valid and conclusive: Jubilee Cotton Mills Ltd v Lewes 1924.

Upon incorporation persons named as directors and secretary in the statement of proposed officers

automatically become such officers.

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