Problem Questions and Answers on Company Law

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Coursework 1 Adam, Belle, Claire and Dennis have decided to set up a new company which is private, limited by shares.
Section 1
Incorporation Documentation
Memorandum of Association (MoA)

  1. Under the Companies Act 1985[1] the Memorandum of Association[2] sets out a company’s constitution and objectives. It’s also forms the basis of a company’s existence, by regulating external affairs (ss 2-6, CA85)[3].

The MoA was significantly simplified later by the Companies Act 2006[4]. Now, it requires the names of the first subscribers. Also under s 8 (1)(b)[5] it states that the first subscribers must be allotted with at least one share and automatically become members of the company. The new act merely evidences the subscribers` intention to form a new company and thus upon registration, the members need to authenticate it[6]. IN01 Form

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  1. Along with the MoA, an application for registration and a statement of compliance must be delivered to the Companies House; referred to as the IN01 Form.

The CA85 replaced various requirements of the MoA with the Application for Registration[7] (s. 9, CA06)[8], as well as speeding the manual process of the MoA`s content (ss 2 and 10, CA85)[9]. The information required is included in s 9(2), s 9(4), s 9(5) and 9(6) of CA06[10], and briefly this includes the company`s details such as the name, place of registered office, shares, capital, proposed officers and a copy of the company`s AoA. All these need to be delivered to the relevant registrar with the required fee[11]. Part 1

  1. The company is identified by its name and serial number, hence they both need to be unique. As this is a private company, limited by shares, the correct suffix must be placed at the end; Limited or Ltd (s 59 (1), CA06)[12]. The name on the index can be checked by the WebCheck[13].
  1. ABCD Limited is not available as it is already on the registrar. s 66(1), CA06[14] clearly states that a company cannot be registered by the same name as another company in the index of company names(s 1099)[15].
  2. Friends Ltd is free in the registrar. However, it is not advised to use this name as a company FOURFRIENDS LTD is in the registrar’s index. Technically, you can use 4 Friends Ltd but under s 67(1), CA06[16], the Secretary of State[17] may judge that this will be passed off as a similar name. In that case, the company will have to change its name within 12 months of registration (s 68(2), CA06)[18], unless FOURFRIENDS LTD has given consent for the proposed name to be used.
  3. Adam & Company Limited is available on the registrar, but in the index a company under the name ADAM &

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