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Introduction
 

This booklet is about requirements for the incorporation of private limited companies, public limited companies (PLCs) and unlimited companies. It explains the difference between these types of company and the formation documents, membership, capital and officers that each requires.

The booklet does not explain about controls applied to the use of certain company names. For information on this, please read our booklet, 'Company Names'.

All incorporated companies must disclose certain information to Companies House for the public record and to the people they deal with. This booklet tells you:

• when changes in the company's circumstances and particulars must be notified to Companies House;
• where you must display the company name and what information must appear on company stationery.

This booklet is only intended as an introduction to these continuing obligations. Other booklets in this series are mentioned in the text; they cover individual subjects in more detail.

You will find the relevant law in the Companies Act 1985 (as amended in 1989 and later), and in addition, for RTM (Right to manage) companies and commonhold associations, in the Commonhold and Leasehold Reform Act 2002 and related legislation. For community interest companies (CICs) the relevant legislation can be found on www.cicregulator.gov.uk.

Setting up a company brings many obligations. It may be worthwhile taking advice from a solicitor or accountant as to whether an incorporated company is the best way for you to run your business.

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CHAPTER 1
New companies

1. Is there more than one type of company?
 

There are four main types of company:

• Private company limited by shares - members' liability is limited to the amount unpaid on shares they hold. This includes those community interest companies (CICs) which are private companies limited by shares.
• Private company limited by guarantee - members' liability is limited to the amount they have agreed to contribute to the company's assets if it is wound up. This includes all RTM (Right to Manage) companies-, commonhold associations and those community interest companies which are companies limited by guarantee.
• Private unlimited company - there is no limit to the members' liability.
• Public limited company (PLC) - the company's shares may be offered for sale to the general public and members' liability is limited to the amount unpaid on shares held by them. This also includes community interest public limited companies. (that is, CICs which are PLCs). More about PLCs can be found in chapter 2.

• A memorandum of association
• Articles of association (except where Table A is adopted without modification - see question 5)
• Form 10
• Form 12

• a community interest statement
• an excluded company declaration

• the company's name,
• where the registered office of the company is situated (in England, Wales or Scotland); and
• what it will do (its objects). The object of a company may simply be to carry on business as a general commercial company.

Other clauses to be included in the memorandum depend on the type of company being incorporated. The form of memorandum for each type of company is set out in a set of tables called The Companies (Tables A to F) Regulations, 1985. (In this booklet we have called them 'the Tables'.) These tables do not apply to RTM companies or commonhold associations. The memorandum and articles for these types of companies are set out in:

• For RTM companies: ‘The RTM Companies (Memorandum and Articles of Association (England) Regulations 2003’ or ‘The RTM Companies (Memorandum and Articles of Association (Wales) Regulations 2004’
• For commonhold associations: ‘The Commonhold Regulations 2004’.

This document sets out the rules for the running of the company's internal affairs. Model articles are provided in the Tables mentioned above.

A company may adopt the whole of Table A as its articles or any part of it.

A company limited by shares which has adopted the whole of Table A without modification does not need to deliver a copy for registration. However, you must attach a letter to your application saying this. CICs cannot take advantage of Table A to avoid registering articles.

In addition, the articles for community interest companies must comply with the requirements of the Community Interest Company Regulations 2005. Sample CIC memoranda and articles can be found on the CICs website at www.cicregulator.gov.uk.

The company's articles delivered to the Registrar must be signed by each subscriber in front of a witness who must attest the signature.

7. What is Form 10?

Form 10 gives details of the first director(s), secretary and the intended address of the registered office. As well as their names and addresses, the company's directors must give their date of birth, occupation and details of other directorships they have held within the last five years. Each officer appointed and each subscriber (or their agent) must sign and date the form.

• one director - but the company's articles of association may require more than one (See Question 6 );
• one secretary - formal qualifications are not required. A company's sole director cannot also be the company secretary.

• two directors;
• one secretary - formally qualified, see chapter 2.

• the appointment of a new officer - use Form 288a;
• an officer's resignation from the company - use Form 288b;
• changes in an officer's name or address or any of the other details originally registered on Form 10 - use Form 288c.

• you are an undischarged bankrupt or disqualified by a court from holding a directorship, unless given leave to act in respect of a particular company or companies;
• in the case of PLCs or their subsidiaries, you are over 70 years of age or reach 70 years of age while in office, unless you are appointed or re-appointed by resolution of the company in general meeting of which special notice has been given.

To be able to use the ‘Software Filing’ service for company incorporations you must have suitable software.

Initially it will not be possible to register community interest companies electronically but this service should be available in the future.

There is an additional fee of £15 to be paid to the Regulator when forming a community interest company. Companies House will collect the fee on behalf of the Regulator. Please check on the CICs website at www.cicregulator.gov.uk for further information regarding fees. Please note that the same day incorporation service will not be available for CICs in the foreseeable future.

For users of our Software Filing service, the standard fee is £15 and the premium same-day service is £30. To be able to incorporate electronically, you must either purchase suitable software or develop your own software. Visit our website www.companieshouse.gov.uk for more information.

Community interest statements and excluded company declarations (only relevant for community interest companies) can be obtained from the CICs website at www.cicregulator.gov.uk.

16. Can I deal direct with Companies House to form my company?

Yes. However, while our staff will be happy to give you guidance on general matters (such as filling in forms or advice on company names), they cannot advise you about the content of the memorandum and articles, or if an incorporated company is the best vehicle for your business.

If you are unsure about any aspect of forming a company, please seek professional advice from your solicitor, accountant or company formation agent.

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CHAPTER 2
Public limited companies

1. What is a public limited company?

A public limited company is a company which is registered as such and complies with the following:

• It must state that it is a public limited company both in its memorandum and in its name. The memorandum must contain a clause stating that it is a public limited company and the name must end with 'Public Limited Company' or 'PLC' (or if it is a Welsh company, the Welsh equivalents 'Cwmni Cyfyngedig Cyhoeddus' or 'CCC').
• For public limited companies that are also community interest companies (CICs) the name must end with 'community interest public limited company' or 'community interest p.l.c.' (or if it is a Welsh company, the Welsh equivalents 'cwmni buddiant cymunedol cyhoeddus cyfyngedig' or 'cwmni buddiant cymunedol c.c.c'.)
• The memorandum must be in the form specified in Table F of the Tables (see question 4, chapter 1) or as near to that form as circumstances permit. (A sample memorandum for community interest companies can be found on the CICs website at www. cicregulator.gov.uk).
• It must have an authorised share capital of at least £50,000.
• Before it can start business, it must have allotted shares to the value of at least £50,000. A quarter of them, £12,500, must be paid up. Each allotted share must be paid up to at least one quarter of its nominal value together with the whole of any premium.

• A PLC must have at least two members and at least two company directors. The secretary (or each joint secretary) must also be a person who appears to the directors to have the necessary knowledge and ability to fulfil the functions and who:
  
  (a) held the office of secretary or assistant or deputy secretary on 22 December 1980; or
  
  (b) for at least three of the five years before their appointment, held the office of secretary of a non-private company; or
  
  (c) is a barrister, advocate or solicitor called or admitted in any part of the United Kingdom; or
  
  (d) is a person who, by virtue of his or her previous experience or membership of another body, appears to the directors to be capable of discharging the functions of secretary; or
  
  (e) is a member of any of the following bodies:
  
  - the Institute of Chartered Accountants in England and Wales;
  - the Institute of Chartered Accountants of Scotland;
  - the Institute of Chartered Accountants in Ireland;
  - the Institute of Chartered Secretaries and Administrators;
  - the Chartered Association of Certified Accountants;
  - the Chartered Institute of Management Accountants (formally known as the Institute of Cost and Management Accountants); or
  - the Chartered Institute of Public Finance and Accountancy.
  
   
• A PLC normally has only seven months after the end of its accounting reference period to deliver its accounts to the Registrar. A civil penalty will be incurred if it delivers accounts to Companies House after the statutory time allowed for filing. Penalties are fully explained in our booklet, 'Late Filing Penalties'.
  
   
• A PLC cannot take advantage of many of the provisions and exceptions applying to private companies under the Act, such as audit exemptions for small private companies.
  
   
• A PLC cannot apply for voluntary strike-off under section 652A, Companies Act 1985. Further information about this is available in our booklet 'Strike-Off, Dissolution and Restoration'.

5. What then is the advantage of a public company?

A PLC has access to capital markets and can offer its shares for sale to the public through a recognised stock exchange. It can also issue advertisements offering any of its securities for sale to the public. In contrast, a private company may not offer to the public any shares in itself.

6. Do these rules apply to an oversea plc?

Most of the above rules do not apply to a public company formed abroad. On establishing a branch or place of business in Great Britain, such a company is governed by Part XXIII of the Companies Act 1985, just as any other oversea company is. However, besides Part XXIII of the Act, they are also governed by regulations in their country of incorporation, by certain parts of the Financial Services and Markets Act 2000, and by the City Code on Take-overs and Mergers.

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CHAPTER 3
Single member companies

1. What is a single member company?

A single member company is a private company, limited by shares or by guarantee, which is incorporated with one member, or whose membership is reduced to one person.

2. Can a single member run the company?

No. The company must still have at least one director and a secretary who cannot also be the sole director.

3. How can a single member hold general meetings?

Unless the company's articles of association specify anything to the contrary, a single member - present in person or by proxy - constitutes a quorum. If such a meeting is held, it must be recorded in the minutes.

If a single member takes a decision, except by written resolution, then the decision must be given to the company in writing.

4. How should a company record an unwritten contract with a sole member?

If the company enters into an unwritten contract with the sole member who is also a director of the company (and the contract is not in the ordinary course of the company's business), the company must ensure that the terms of the contract are set out in a memorandum or are recorded in the minutes of the next directors' meeting.

5. What about the register of members?

A company's register of members must accurately record its members. If a company is incorporated with one member, then the register must reflect this. If the company originally had more than one member and the membership reduces, then the register must show when this happened. Similarly, the appropriate entries must be made in the register of members if the number of members later increases.

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CHAPTER 4
Re-registration of a company and also conversion of a company to a CIC

1. Can a private company convert to a PLC?

Yes. Both a private company limited by shares and an unlimited company with a share capital may re-register as a PLC, but a company without a share capital cannot do so.

A private company must pass a special resolution that it be so re-registered and deliver a copy of the resolution together with an application form to the Registrar. The resolution must also:

• alter the company's memorandum so that it states that the company is to be a public limited company;
• make any other alterations to the memorandum so that it conforms to that required for a public limited company;
• make any required alterations to the articles of association of the company.

• a copy of the memorandum and articles of association of the company altered in accordance with the resolution above;
• a copy of a balance sheet prepared not more than seven months before the application date and containing an unqualified report by the company's auditors;
• a special report by the auditors regarding the net assets of the company at the balance sheet date in relation to the company's called-up share capital and its undistributable reserves;
• a valuation report on any shares issued as fully or partly paid up except in cash after the balance sheet date;
• a statutory declaration on Form 43(3)(e) confirming that the resolution has been passed, and that there has been no change in the company's financial position causing its net assets to be reduced to less than its called-up share capital and undistributable reserves.

• include a statement in the resolution that the liability of the members is limited and what the company's share capital is to be;
• make such alterations to the memorandum and articles of association as are necessary for them to conform to those of a company limited by shares.

The standard fee for re-registration is £20, or £50 for premium same-day service. If the company is re-registering and changing its name at the same time, an additional change of name fee of £10 is also payable, so the total fee is £30 (£100 for premium same-day service).

• Change of name £ 10
• Same-day change of name £ 50
• Same-day simultaneous re-registration and change of name £100
• Re-registration £ 20
• Same-day re-registration £ 50

Deleting the words 'company' or 'and company' (or their abbreviations or their Welsh equivalents) from a company name would normally be a change of name. But, this is not so on re-registration. If you are in any doubt about the appropriate fee, please contact us .


4. Can an existing company convert to a CIC?
 

Yes, an existing company can apply to the Regulator of community interest companies to convert to a CIC. For further details, please refer to the CIC website on www.cicregulator.gov.uk.

• Conversion £25
• Change of name £10
• Change of status £20
• Conversion involving change of status (Re-registration) £35

Please note that same day services will not be available for CICs in the foreseeable future.

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CHAPTER 5
Publication of company name and details to be shown on company stationery

Under the Companies Act 1985 your company must state its name (as it appears in its memorandum of association) in certain places and on its business stationery. Your company must also give certain information on all its business letters and order forms.

1. Where must the company name be displayed?

Every company must paint or affix its name on the outside of every office or place in which its business is carried on - even if it is a director's home. The name must be kept painted or affixed and it must be both conspicuous and legible.

2. On which documents must the company name be shown?

The company must state its name, in legible lettering, on the following:

• all the company's business letters;
• all its notices and other official publications;
• all bills of exchange, promissory notes, endorsements, cheques and orders for money or goods purporting to besigned by, or on behalf of, the company;
• all its bills of parcels, invoices, receipts and letters of credit.

• Its place of registration and its registered number. The place of registration must be one of the following, as appropriate:
  
   

  For companies registered in England and Wales:	For companies registered in Scotland:
  Registered in Cardiff	Registered in Scotland
  Registered in England and Wales	Registered in Edinburgh
  Registered in England
  Registered in London
  Registered in Wales

  
   
• The address of the registered office. If a business letter or order form mentions more than one address, it is recommended that you state which is the registered office address.

• For an investment company (as defined by section 266 of the Companies Act 1985), that it is such a company.
• For a company exempt from using the word 'limited' in its name, the fact that it is a limited company.

For a company with share capital, it is not necessary to state the share capital on stationery but, if the company chooses to do so, it must state its paid-up share capital, not its authorised capital.

6. Are there special rules for charitable companies?

Under section 68 of the Charities Act 1993, a charitable company whose name does not include the word 'charity' or 'charitable' must state the fact that it is a charity on all the documents listed under question 2, in all bills it sends and on any conveyances it executes.

Section 68 does not require a charitable company to include the word 'charity' or 'charitable' in its name.

The Charities Act 1993 does not apply to charitable companies registered in Scotland but the same rule applies to Scottish companies under section 112(6) of the Companies Act 1989.

7. Do the rules apply to oversea companies?

A company incorporated outside Great Britain which opens a branch or place of business in Great Britain must be registered and must give similar details to those stated in this chapter. Full details are listed in our booklet, 'Oversea Companies'.

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CHAPTER 6
The new company - looking forward

1. What information does Companies House require?

Company directors have a personal responsibility for making information about the capital structure, management and activities of their companies available both to the members of the company and to the general public.

For companies with limited liability, this will include accounts. If your company is unlimited, accounts must be delivered to the Registrar if:

• it is a subsidiary undertaking or parent of a limited company; or
• it has been a banking or insurance company or operated a trading stamp scheme during the period covered by the accounts.

• within 10 months of the end of the accounting reference period; or
• if the accounting reference period is more than 12 months, within 22 months of the date of incorporation, or three months from the end of the accounting reference period, whichever is longer.

• within seven months of the end of the accounting reference period; or
• if the accounting reference period is more than 12 months, within 19 months of the date of incorporation, or three months from the end of the accounting reference period, whichever is longer.

• Changes of director(s) and secretary, within 14 days. For:
  
   

  appointments	use Form 288a
  resignations	use Form 288b
  change of personal details	use Form 288c

  
   
• Details of new shares being allotted, within one month. Use Form 88(2). See our booklet, 'Share Capital and Prospectuses' for more information.
   
• Any special or extraordinary resolutions and certain types of ordinary resolution, within 15 days of them being passed by the company. There is no special form but we need to receive a copy of the resolution. More information about company resolutions is available in our booklet, 'Resolutions'.
   
• When a resolution alters the memorandum or articles of association of a company, a copy of the amended document must also be sent in at the same time as the resolution.
   
• Details of any mortgage or charge created by the company, within 21 days. See our booklet, 'Company Charges and Mortgages' or for Scottish companies, 'Company Charges (Scotland)'.
   
• A change of registered office, within 14 days. Use Form 287. The change becomes legally effective only when we have registered the form.

Every company must deliver an annual return to Companies House at least once every 12 months. It has 28 days from the date to which the return is made up to do this.

To help you meet this filing requirement, we send a pre-printed 'shuttle' form to your registered office a few weeks before the anniversary of incorporation. This will show the information that you have already given us.

All you have to do is:

• check that the details are still correct;
• amend any that are not; and
• send the form back, signed and dated, within 28 days of the date of the return which is shown on the front of the form.

If you want to send an annual return to Companies House before the company's anniversary of incorporation, please telephone 0870 33 33 636 and ask for a pre-printed 'shuttle' annual return (Form 363s). This will be easier than using a 'blank' annual return (Form 363a).

8. What does Companies House do with the information my company sends?

We must make the information we hold about registered companies available to anyone who wants to see it. So the information you send will be added to your company's record and will be available for public inspection.

9. What happens if I don't send the information to Companies House on time?

It is easy to lose confidence in a company that doesn't meet its legal obligations. If you don't tell us about your company's financial state on time, and you don't send in details of changes, anyone wanting to do business with you will not have access to the most up-to-date information about your company. It could cause trading problems or affect your company's credit rating. It could even stop a potential investor from putting money into your company, or prevent you from getting a loan when you need it.

If your accounts are delivered late, there is an automatic penalty. This is between £100 and £1,000 for a private company and between £500 and £5,000 for a PLC. More information about late filing penalties is available in our booklet, 'Late Filing Penalties'.

In addition, directors may be prosecuted for not filing certain documents. If convicted, they will have a criminal record and be liable for a fine of up to £5,000 for each offence. In some cases, they could also be disqualified from being a company director or taking part in the management of a company for up to five years.

10. What if the company doesn't take off or I no longer need it?

Private companies that have not traded or otherwise carried on business for at least three months may apply to the Registrar to be struck off the register. For information on this, see our booklet 'Strike-off, Dissolution and Restoration' or for Scottish companies, 'Strike-off, Dissolution and Restoration' (Scotland). This procedure is not an alternative to formal insolvency proceedings where these are appropriate - see our booklet 'Liquidation and Insolvency' or for Scottish companies, 'Liquidation and Insolvency' (Scotland).

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CHAPTER 7
Further information

1. Where can I go for help?
 

Our staff in Cardiff and Edinburgh will be able to advise you on matters generally, but when you start a company it is important to get things right. So that you don't make what could turn out to be costly mistakes, it may be sensible to consult a solicitor, a company formation agent, a chartered secretary or an accountant as appropriate. Addresses will usually be found in the Yellow Pages.

For enquiries on community interest companies, please visit www.cicregulator.gov.uk

You may deliver documents to the Registrar by hand (personally or by courier), including outside office hours, bank holidays and weekends to Cardiff, London and Edinburgh – see the back cover for addresses.

You may also send documents by post, by the Hays Document Exchange service (DX) or by legal Post (LP) in Scotland. If you send documents please address them to:

3. Where do I get forms and guidance booklets?

This is one of a series of Companies House booklets which provide a simple guide to the Companies Act.

Statutory forms and guidance booklets are available, free of charge from Companies House. The quickest way to get them is through this website or by telephoning 0870 3333636.

If you prefer you can write to our stationery sections in Cardiff or Edinburgh.

Forms can also be obtained from legal stationers, accountants, solicitors and company formation agents - addresses in business phone books.

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