The Companies Act 2006 sets out exactly what documentation is required for forming a company, and it is very different from that which was previously needed.
An application to form a company is made on Form IN01. This has to be accompanied by a Memorandum of Association (see below), the Articles and the correct registration fee.
The Memorandum of Association is a short document, serving the limited purpose of evidencing the intention of each subscriber to form a company and become a member of that company. Companies are no longer required to specify their objects, and the concept of authorised share capital has been abolished.
New Model Articles have been introduced. There are three types, as follows:
- Private company limited by shares
- Private company limited by guarantee
- Public limited company
They are written in plain English and are shorter and simpler than ‘Table A’ (which had been around in various forms for over 150 years). In practice, companies can be formed using either Model Articles, Model Articles with amended provisions, or bespoke Articles.
Companies incorporating as limited by shares (whether private or public) must complete a statement of capital and initial shareholdings as part of the company formation documentation. The statement of capital is a new document. It is a ‘snapshot’ of a limited company’s issued share capital at a given time. It also needs to be provided in various other circumstances, including as part of the application to incorporate.
