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Chapter 1: Company formation and constitutions

Chapter 1 provides guidance on the different forms of incorporation – companies limited by guarantee, unlimited companies, public companies and private companies. It looks at the general requirements for registry of companies both private and public, as well as memorandum of association. Company names are also examined, with regards to control and changing of name. It also provides guidance on a company’s registered office and trading disclosures, as well as a company’s objects and former memorandum clauses. It looks at the articles of association, and how to alter, add, or adopt new articles. Shareholder agreements are examined, as is the re-registration of companies – such as a private company to a public company.

Precedents include:

  • Precedent 1.A Prescribed forms of memorandum of association
  • Precedent 1.B Special resolution (company in general meeting) for change of name of company
  • Precedent 1.C Resolution (directors) for adoption of new common seal (and securities seal) following change of name of company
  • Precedent 1.D Form of notice (for display) giving particulars of corporate business name
  • Precedent 1.E Resolution (directors) for change of registered office of company
  • Precedent 1.F Objects article for trading company (if required)
  • Precedent 1.G Short-form articles suitable for subsidiary company
  • Precedent 1.H Special resolution (company in general meeting) to alter articles of association
  • Precedent 1.I Shareholder agreement
  • Precedent 1.J Special resolution (company in general meeting) for re-registration of private company as public company
  • Precedent 1.K Special resolution (company in general meeting) for re-registration of public company as private company
  • Precedent 1.L Special resolution (company in general meeting) for re-registration of unlimited company as limited company

Sections

    Types Of Companies
    Registration Of Companies
    Memorandum Of Association
    Company Names And Business Names
    Registered Office And Trading Disclosures
    A Company's Objects And Other Former Memorandum Clauses
    Welsh Companies
    Articles Of Association
    Shareholder Agreements
    Re-registration Of Companies
    Precedents
    Appendices