Company Registration Law

Company name checks

1. The first step in registering a company is to check for the appropriate Company name in which the company wishes to do business. For which a search may be conducted at the Registrar office.
2. The name may not be allowed by the registrar if:
   1. A company is already a same name exists in the registry
   2. the use of certain words is restricted; and
   3. Names possible to cause offence are not allowed.
3. If the chosen name is bear a resemblance to another name, an objection could be made within the 12 months following the incorporation of company and the Secretary of State may direct the company so incorporated to change the company's name.
4. Immediately after obtaining the name to incorporate a company it is required to send the following documents, together with the registration fee to the Registrar of Companies:
   1. A memorandum of association
   2. Articles of association
   3. Form 10: gives details of the secretary, the first director(s), and the intended address of the registered office. As well as their addresses and names, 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 must sign and date the form.
   4. Form 12: is a statutory declaration of compliance with all the legal requirements relating to the incorporation of a company. It must be signed by a solicitor who is forming the company, or by one of the people named as a director or company secretary on Form 10. It must be signed in the presence of a commissioner for oaths, a notary public, a justice of the peace or a solicitor.

1. the name of the company,
2. Address of the registered office of the company is situated (in England, Wales or Scotland); and
3. Its objects: the object of a company may basically be to carry on business as a general commercial company.
4. Addresses and Name of the directors of the company.
5. Other clauses to be included in the memorandum depend on the type of company being incorporated.

1. This document sets out the rules for the running of the company's internal affairs.
2. Model articles are provided in the Tables mentioned above.
3. A company may adopt the whole of Table A as its articles or any part of it.
4. A company limited by shares which has adopted the whole of Table A without modification does not need to deliver a copy for registration.
5. If Table A is adopted with modifications, it must deliver the articles for registration.
6. All companies that are limited by guarantee or unlimited must register articles. These should be in accordance with, or as near to that form as circumstances permit, the following tables:
   1. Company limited by guarantee without share capital Table C
   2. Unlimited company with share capital Table E
7. The company's articles delivered to the Registrar must be signed by each subscriber in front of a witness who must attest the signature.
8. The form of memorandum and articles of association for each type of company is set out in a set of tables called The Companies (Tables A to F) Regulations, 1985.

1. One director- but the company's articles of association may require more than one.
2. One secretary- formal qualifications are not required. A company's sole director cannot also be the company secretary.