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COMPANIES HOUSE INCORPORATION

To obtain Private Limited Company status for your business, you must have it registered (incorporated) at the Companies House. In this section, you will find a checklist and a list of requirements that must be met before your limited company is incorporated.

You should note that the checklist is intended to cover the basics; there may be other tax and reporting obligations your company must meet for your particular business. You are advised to contact registration providers, which can be found on the section on TBCCI , recommended Company Formation Agents .

COMPANY SET-UP CHECKLIST
– Establish a Registered Office
– Print Business Stationary
– Complete, sign and return Registration documents and
forms to the Registrar of Companies
– Confirmation of Incorporation
– Contact HM Revenue & Customs

The checklist items are described below:

Registered Office
Registered address is the address of a company to which Companies House letters and reminders will be sent. This address can be different from the trading address where the business is carried on. The name of the company must be clearly displayed on the outside of all its registered office and any other places of business and business stationary.
If the registered office address is changed after incorporation, the new address must be notified to Companies House.

Memorandum of Association
The Memorandum of Association contains the name, the objects and powers of the company and the amount of its nominal share capital. It describes the external operations and business relationships of the company, the limitation of the liability of the shareholders or the guarantees of the members. It includes the requirement that the income of the association is used for the objects of the association. For a private limited company, two persons must sign the Memorandum.

Form 10
Form 10 contains information on the directors, secretary and the intended address of the registered office, including the date of birth and occupation of directors of the company and details of their other directorships. Each officer appointed must sign and date this form. You can obtain a copy of Form 10 from

http://www.companieshouse.gov.uk/
forms/generalForms/10.pdf

Companies House Fee
The standard company registration fee charged by the Companies House is £20. There is also a same day service costing £50.

Confirmation of Incorporation
The company comes into legal existence when the Registrar of Companies issues a Certificate of Incorporation confirming that your application to limited company status has been accepted.

Further information about Private Limited Companies can be found in the sections below. You can also visit the Companies House web site by clicking onhttp://www.companieshouse.gov.uk/

Business Stationary
The Company name must be clearly displayed on all business stationery, including letters, invoices, receipts and cheques. The place of registration, registered number and registered office address must be shown on all business stationary.

Registration documents & forms
All registration documents and forms (Memorandum of Association, Articles of Association and Forms 10 & 12) must be completed, signed and returned to the Registrar of Companies at the Companies House.

Articles of Association
Whereas the Memorandum of Association describes the external relations of the company, Articles of Association sets out the internal structure, rules and procedures of the organisation. It contains the place of business, general meetings , voting rights, issue and transfer of shares, appointment of directors, accounting matters and other administrational issues of the company.

Form 12

Form 12 is the Declaration on application for registration. It is a statutory declaration of compliance with all the legal requirements relating to the incorporation of a company. It must be signed by a solicitor who is forming the company, or by one of the people named as a director or company secretary on Form 10. Form 12 must be signed in the presence of a commissioner for oaths, a notary public, a justice of the peace or a solicitor. You can obtain a copy of Form 12 from

http://www.companieshouse.gov.uk/forms/generalForms/12.pdf

Company Formation Agents
Companies House do not provide a service for the preparation of Memorandum of Association. Although there is no legal requirement to use an agent to prepare these documents, you are strongly advised to employ a service provider to have the procedure completed for you. Click on Company Formation Agents to select a TBCCI recommended registration agent.

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