Forming a Limited Company Lawyers York, Malton & Wetherby
If you are thinking about forming a company there is a process to follow.
Under the Companies Act 2006, private limited companies who are registered in the UK are required to adopt certain legal documents. These documents include the company's articles of association which, along with a memorandum of association, make up its constitutional documents. We can offer a full online formation service which can be tailored to suit your business requirements.
The articles of association establish how the company will be run and administered. They act as a contract of membership between the company and its shareholders. Some of the matters regulated by the articles include:
- The appointment of directors
- The issuing of new shares
- Circumstances in which shares can be forcibly sold
- Procedures for holding board meetings and making shareholder decisions
The majority of new companies will adopt the model articles of association produced by Companies House. These cover important issues such as:
- The powers and responsibilities of the company directors
- The procedures used by directors to make decisions
- How directors are appointed
- Shares and distributions – how shares are issued and transferred, payment of dividends, etc
- How decisions are made by shareholders
- Administrative arrangements – what means of communication will be used, directors' insurance and indemnity, etc
Companies are not required to use the model articles – they can alter these or draft their own to meet the specific requirements of their firm. If your company chooses to do this, they must still comply with the provisions in the Companies Act 2006. If there is a shareholder agreement in place, you must ensure that this aligns with your company's articles of association.
This is the second document required in the setting up of a company. Once the firm has been incorporated, this cannot be changed. The memorandum of association details information including:
- The name of the company and date of incorporation
- Whether the company is limited by shares or guarantee
- The names and signatures of subscribers
Articles can be tailored to suit the needs of your business. If there is a shareholder agreement in place, or you plan to have one, you should ensure that the two documents do not contain conflicting provisions and that it is updated when a document will prevail.
Contact our Commercial Team in York, Wetherby & Malton
The corporate and commercial solicitors at Ware & Kay can advise on drafting requirements, making sure that your business is correctly incorporated while at the same time ensuring that these documents satisfy your commercial needs.