Company formation Doing the paperwork
What do RMCs need to do to register their company? Flat Living explains the process of incorporation
WHAT IS THE MEMORANDUM OF ASSOCIATION? This confirms your intention to form a company.
It contains the
names and signatures of the people who are forming the company and for companies limited by shares, a commitment is given that each subscriber will take at least one share. A pro forma memorandum can be downloaded from the Companies House website.
WHAT ARE ARTICLES OF ASSOCIATION? I
n order to set up your RMC as a company limited either by shares or guarantee, you will need to register with Companies House, which is an executive agency for the Department of Business, Innovation and Skills.
Companies House can offer help and information on the forms you will
need to fill in and on choosing a company name. It can also offer general advice on the filing process, which is a legal requirement for all companies. However, it can’t form the company for you. You will either need to do this yourself or use a company formation agent, accountant or solicitor. Before you register your company, you will first need to choose a
name. This cannot be the same as that of another registered company and you can check the index of names by using the free Webcheck search service at
www.companieshouse.gov.uk. Once you have chosen your name, you will need to complete the following: • Application to register a company (Form IN01) • Memorandum of Association; and • Articles of Association These all require some explanation.
WHAT IS FORM IN01?
Form 1N01 asks for the following information: • the proposed name of your company; • whereabouts in the United Kingdom the company’s registered office will be located;
• general details about the proposed company, including a list of names of the proposed officers, the director(s), and the secretary (if it has one). You will also have to state whether it is a public or private company and give your intended registered office address. This doesn’t have to be in your block but it must be a real address. Some companies use their accountant’s address as their registered office but wherever you choose, the directors are responsible for ensuring all notices, letters and reminders sent by Companies House or other organisations, businesses or individuals will be dealt with if they are sent there; and
• a statement of capital and initial shareholdings or a statement of guarantee;
There will also be a section requiring you to confirm you have requested
and attached a copy of a statement of support from a government department or other body if your application includes a proposed company name which contains a prescribed or sensitive word. This is very unlikely to apply to RMCs.
These are the rules by which your company will be run. Every company formed under the Companies Act 2006 will have these articles of association which are generally referred to simply as ‘articles’. They are designed to ensure the smooth and efficient operation of your company and to set out how the company will take decisions. They also include rules on how shares are dealt with. Every company is required to have articles and they are legally binding on the company and its members – so they cannot include rules that are against the law. Beyond that, it is entirely up to you to set your own rules, although the majority of companies, especially small ones, rely on model articles from Companies House. If you do decide to set out your own rules, you should first consider taking professional advice. When you fill in Form IN01 you will need to state whether your
proposed company is adopting: • model articles in their entirety (copy of the articles not required); • model articles with amendments (copy of the amended articles as amended must be sent with the IN01but need not include the text of provisions of model articles that are adopted without amendment); or
• bespoke articles (copy of the articles must be sent with the IN01). If you don’t indicate which type of articles you will be using,
Companies House will automatically apply the model articles they consider appropriate to your company type.
HOW MUCH WILL IT COST ME TO FORM A COMPANY?
The cost of incorporation is slightly different depending on which filing method you choose. For electronic filing, the standard registration fee is £15 and for paper filing it is £20. For a £50 fee, you can use the ‘Same Day’ incorporation service
which lets you register your company on the day your documents are received. This only applies if they are delivered by courier or by hand to Companies House by 3pm between Monday and Friday. This doesn’t apply to postal deliveries, although Companies House does promise to register applications on the day they receive them whenever possible. To take advantage of this service, make sure you clearly mark the envelope containing your documents ‘Same day incorporation’. For £30, the same service applies to electronic filing. Standard documents should be processed within 5 days of receipt. Cheques should be made payable to Companies House and RMCs
should note that electronic applications are processed faster than those filed on paper.
FILING YOUR FORMS
Go to the companies House website for more information on how to send your application electronically. If you prefer to file paper documents you should send them, together with the relevant fee, to Companies House as follows:
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