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Company formation is a term used for the procedure of business incorporation in the UK. It is also occasionally described as company registration. In United Kingdom company legislation and under the majority of international jurisdictions a corporation or a company is regarded a different legal entity to the proprietor and those run the company.
Nowadays the bulk of UK companies are incorporated electronically on the same-day as they are filed. Companies may be formed by individuals, formation agents, accountants or solicitors. Most accountants and solicitors commission the incorporation out to specialist company registration agents. The agents process company incorporation applications by filing direct with Companies House , the executive government agency responsible for business incorporation. The witnessing documents and all other statutory requirements are fulfilled electronically. The memorandum & articles of association as well as the director and shareholder details are transmitted via a secure xml gateway. It is no longer necessary to instruct an accountant or a solicitor to set-up a company. All the above procedures are usually electronically and the company is incorporated within a two to four hours. Conversely setting up a company by completing paper forms can take up to four weeks. Incorporation procedure for private limited companies
Paper process
Section 9 of the 2006 Companies Act , requires those registering a company to provide the necessary documents, along with the government registration fee, to the Registrar. Detailed information may be obtained in the Companies House guidance documentation.
Articles of Association
The Articles of Association (usually known simply as ‘articles') is the manuscript which prescribes the rules for the management of the company's functions and the responsibly of the directors and subscribers. The company's articles of association must be supplied to the Registrar. The document must be signed and executed by each subscriber either electronically or in the presence of a witness who must confirm the signature.
In circumstances where the articles are not supplied for the proposed company, model (general) articles will be registered. The model articles may be selected for adoption on the form IN01. This new process was decreed by Section 20, Companies Act 2006.
IN01 Form
The intended location of the Registered Office, must be in England and Wales for companies located in England and Wales, Northern Ireland and Scotland for Irish and Welsh companies. The details of the consenting officers such as the company's Director(s) and Secretary and the subscribers must be stated on the form. For companies limited by shares the form also includes details the share capital. There is legal requirement for all proposed companies to affirm the Statement of Compliance on Form IN01 as mandated by 2006 Companies Act.
Memorandum of Association
The Memorandum of Association must contain the details and consent of the subscribers also known as shareholders incorporating the company the company and, in the case of a company limited by shares an undertaking by the subscribers to take at least one share each. A draft example is available on request.
Electronic process (our method)
The majority of companies registered in the United Kingdom are filed electronically. The data on form AN01 is electronically transmitted to Companies House via a secure xml. The majority of leading company formation agents have integrated their Companies House eFiling account and software into their websites and business workflow. The integration provides a number of useful benefits such as free company name availability and self-fulfilling online ordering.
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