BLP

Question 1

what are the steps to incorporation?

Answer 1

1 - complete for IN01
2 - file the memorandum of association
3 - file custom articles of association if needed
4 - pay the applicable fee

Question 2

once incorporated, what should be done?

Answer 2

register for corp tax (automatic if done online)

Question 3

what is included on form IN01?

Answer 3

1 - company details
name, type, registered office, email, model articles, classification

2 - proposed officers
directors + if applicable company secretary (not requirement for private companies)

3 - statement of capital / guarantee

4 - PSC

5 - lawful purpose statement of compliance

Question 4

what is the company’s constitution?

Answer 4

memorandum of association
articles of association
certificate of incorporation
current statement of capital
copies of court orders altering constitution
shareholder resolutions

Question 5

when should someone be added to the PSC

Answer 5

when they hold more than 25% (subject to different classes within the PSC register)

Question 6

what is the deadline for changing someone from the PSC?

Answer 6

14 days addition or removal?

Question 7

what are the preconditions for going public?

Answer 7

• Satisfy the capital requirements:
  ○ Minimum allotted share capital: £50,000 (s.763(1)).
  ○ At least one-quarter of the nominal value of each share and all share premium must be paid up (s.91(1)).
  
  • Ensure that the company has at least two directors (public companies require a minimum of two under s.154(2)).
    A qualified company secretary must be appointed (s.271 CA 2006).

Question 8

what is the process to turn a company public?

Answer 8

To do this, they must pass a special resolution approving the re-registration of the company (s90(1)(a) CA 2006), altering the company’s name so that it is in a form suitable for a public company (adding public company, plc or the Welsh equivalents)

and altering the articles so that they are in a form suitable for a public company.

Question 9

what must be filed upon public?

Answer 9

The applicant must file at Companies House:

* the special resolution; 

* an application for re-registration on Form RR01, which includes a statement of compliance; 

* the fee for re-registration; 

* the revised articles (s 94(2)(b) CA 2006); 

a balance sheet and a written statement from the company’s auditors, and a valuation report on any shares which have been allotted for non-cash consideration between the date of the balance sheet and the passing of the special resolution.

Question 10

who must be entered on the PSC?

Answer 10

more than 25% shares / voting rights

has the right to appoint or remove a majority of the board

has significant control over the company