• Statement of intended location of the company’s registered office– i.e. whether it would be in England, Scotland, Wales or Northern Ireland.• The type of company– whether limited, unlimited, limited by shares or by guarantee, and whether it is a public or private company.• Statement of capital and initial shareholding. This is a statement as to the amount of share capital the company proposes to start business with. Only companies limited by shares are required to provide this statement. The statement should include the total amount of the share capital, its division into smaller units, the classes of shares and number of shares in each class and the rights attached to each class of shares, the number of shares taken by each subscriber, and the amount paid and owed on each share.• A copy of the company’s Articles of Association. If no Articles are provided, the relevant model Articles in the Companies Act would automatically apply to the company.• Statement of guarantee. This is a statement as to the amount of guarantee provided by the subscribers. This is the amount each member agrees to pay if the company is wound up while he is a member or within one year after he ceased to be a member. Only companies limited by guarantee are required to provide this. Download free eBooks at bookboon.com
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BUSINESS ORGANISATIONS AND AGENCY360COMPANIES19.5.3 A STATEMENT OF COMPLIANCEThis is a statement under oath made by the solicitor engaged in the formation of the company or by a person named as the first director or secretary in the Articles to the effect that the requirements of the Companies Act 2006 for the formation of the company have been complied with.19.5.4 THE CERTIFICATE OF INCORPORATIONOnce the necessary documents have been lodged and the registrar is satisfied with them, he will register the company and issue it a certificate of incorporation. Although the Registrar of Companies determines if a company should be registered, if the incorporation documents are in order and the requirements for incorporation are satisfied, he is not entitled to refuse registration. However, he may refuse registration, even though all formalities have been met, if the purpose of the proposed company is unlawful. This is because a company must not be formed for an unlawful purpose – s. 7(2) CA 2006. The certificate of incorporation will have a unique number and contain the name of the company, the date of its registration, the type of company it is, and the situation of its registered office. The certificate of incorporation would be conclusive evidence that the requirements of the Companies Act have been complied with and that the association is a company authorised to be registered and has been duly registered. Private companies are entitled to commence business on the date of the issue of the certificate of incorporation.
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