 |
|
| Homepage Corporate Company Secretarial - ClientView New regime for incorporating companies |
|
|
New regime for incorporating companies From 1 October 2009, the procedure for registering a new company will involve some differences from the existing regime. The main changes are: 1. The form of the Memorandum of Association (“Memorandum”); 2. A more detailed application form (Form IN01); 3. A new document called a “statement of compliance”; and 4. New model Articles of Association (“Articles”) replacing the existing Table A. Memorandum The new form Memorandum is a much shorter document which no longer describes what the company is empowered to do. It will serve the limited purpose of providing evidence of the intention to form a company, for the person setting up the company to become a member of that company and for that person to subscribe for at least one share. Going forward, it will not be possible to amend the Memorandum and, for existing companies, all other provisions of the old form Memorandum will automatically be treated as forming part of the Articles, without the need to take any action. Application Form IN01 The new application form IN01 is a much more detailed document (18 pages) than its predecessor. One of the main differences is that the information on capital and shareholdings (which is no longer part of the Memorandum) will be contained in a “statement of capital and shareholdings” included in the form. Statement of Compliance The need for a solicitor to make a separate statutory declaration of compliance will be replaced with a statutory statement of compliance from the company. The statement is part of Form IN01 and may be made on paper or electronically and need not be witnessed. It will be an offence to make a false statement of compliance. Articles Table A and Table C will become obsolete. In their place there will be model sets of Articles for a company limited by shares, by guarantee and for a PLC. The model set is primarily geared towards companies with a sole member and director and may not suit larger companies. As is currently the case, a company can choose to adopt a “bespoke” set of articles based on their requirements, which can either disapply the new model Articles entirely or amend them as required. Where a company has filed its own articles at Companies House, the model Articles will automatically be applied by default to plug any gaps in the provisions of these articles, unless it is clear from the document that the default rule should not apply. Future amendments to a company’s articles must be notified to Companies House within 15 days and failure to comply will be a criminal offence. The Companies Act 2006 introduces a new civil penalty of £200 for failure to comply in response to a notice from the registrar. EMW Picton Howell LLP can advise on all aspects of incorporating a new company. For further information, contact sharon.percival@emwph.com or rosie.oakes@emwph.com |
| © EMW Picton Howell LLP 2009 |