HAND-OUT FOR CHAPTER 2

Documents required for registration

An application to register a company must include the following (s 9)

(i) The memorandum of association (s 8):

 only one subscriber is required and there is no maximum;

 subscribers agree to take at least one share each;

 subscribers express the wish to form a company and agree to become members

(ii) The proposed articles of association* (the internal rules of the company)

(iii) Application to register a company form, which states:

 the company's proposed name,

 whether the company's registered office is to be situated in England and Wales (or in
Wales), in Scotland or in Northern Ireland,

 whether the liability of the members of the company is to be limited, and if so whether
it is to be limited by shares or by guarantee, and

 whether the company is to be a private (Ltd) or a public (plc) company.

(iv) Statement of capital and initial shareholdings (s 10)

 number of shares to be taken on registration;

 total nominal value of those shares;

 aggregate amount (if any) to be unpaid on those shares;

 for each class of shares—

(i) prescribed particulars of the rights attached to the shares,

(ii) the total number of shares of that class, and

(iii) the aggregate nominal value of shares of that class

  statement on the shares taken by each subscriber:

(i)the number, nominal value (of each share) and class of shares to be taken by
him/her on formation, and

(ii) the amount to be paid up and the amount (if any) to be unpaid on each share;

 the statement of capital must be updated each time the capital is altered, for example if
additional shares are allotted

(v) Statement of proposed registered address

(vi) Statement of proposed officers (s 12)

 proposed directors’ particulars including residential address

 proposed secretary’s particulars (if company is to have our is required to have one)

 Statement that each of the proposed officers has consented to act as such

(vii) Statement of initial significant control (s 12A)

 whether on incorporation any person will be a registrable person or legal entity for the
purposes of the register of people with significant control (PSC register);

 the required particulars of anyone who will count as such;

 any other matters required to be entered on the PSC register on incorporation;

 statement that particulars of any individual are included with the knowledge of that
individual.

(viii) Statement as to the type of company it is to be and its intended principal business
activities

(ix) statement of compliance that the registration requirements have been complied with (s
13)

(x) Fee (depending upon the mode of registration and whether or not same day registration is
required)
 The Promoter Performs the following main functions

1. To conceive an idea of forming a company and explore its possibilities.

2. To conduct the necessary negotiation for the purchase of business in case it is intended to
purchase as existing business. In this context, the help of experts may be taken, if considered
necessary.
3. To collect the requisite number of persons (i.e. seven in case of a public company and two in
case of a private company) who can sign the ‘Memorandum of Association’ and ‘Articles of
Association’ of the company and also agree to act as the first directors of the company.
4. To decide about the following:
(i) The name of the Company,
(ii) The location of its registered office,
(iii) The amount and form of its share capital,
(iv) The brokers or underwriters for capital issue, if necessary,
(v) The bankers,
(vi) The auditors,
(vii) The legal advisers.
5. To get the Memorandum of Association (M/A) and Articles of Association (A/A) drafted and
printed.
6. To make preliminary contracts with vendors, underwriters, etc.
7. To make arrangement for the preparation of prospectus, its filing, advertisement and issue of
capital.
8. To arrange for the registration of company and obtain the certificate of incorporation.
9. To defray preliminary expenses.
10. To arrange the minimum subscription.