Havering Solicitors

Havering Company Law FAQs

How do I form a company ?

All applications to form a company must be dealt with through Companies House, and we are of course happy to assist you in your application.  There are two main ways of applying: through the post or electronically.  The process is extremely quick and efficient and companies can effectively be created on the same day if the electronic option is used.  Under Section 9 of the Companies Act 2006, to form a company you will be required to submit your company’s articles of association, form IN01 and a Memorandum of Association.

What are a company’s articles of association?

A company’s articles of association are a statement of rules which are to be followed when running the company.  Each person making an application to form a company must sign the articles in the presence of a witness.  If you do not submit your own articles of association, on the IN01 form you can opt to register standard articles, which is allowed for by section 20 of the Companies Act 2006.

What is form IN01 ?

In this form you can choose with which office your company will be registered and must include the details of the company Secretary, Director and anyone making the application.  If you decide to form a limited company, you will have to provide information regarding share capital.  You will also be required to sign a Statement of Compliance, which states you have complied with the Companies Act 2006.

What is a Memorandum of Association ?

This document includes details of the applicants, including their names and signatures.  If you decide to form a limited company, each applicant will be required to take a minimum of one share.

Can directors be held personally liable when a company goes into insolvency ?

A director can be personally liable for conduct stretching back three years.  Directors can be held liable for wrongful and/or fraudulent trading, any personal guarantees that have been given, misfeasance, transferring assets below market value and preferential treatment of creditors.  Wrongful trading is defined as continuing to trade despite the fact that it was reasonably obvious that the company would go bankrupt.  Fraudulent trading naturally covers all forms of fraudulent trading and conduct, such as intentionally giving wrong information in order to get credit.  Misfeasance is defined as conduct which is in breach of the fiduciary duties the director owes to the company and includes using money for purposes not strictly related to the business of the company.  With regards to preferential treatment of creditors, only a distinction between secured and unsecured creditors can be made, otherwise all creditors must be treated equally by the directors.

How should shareholder meetings be organised?

All shareholders, directors and auditors (if applicable) must be informed of the meeting in writing at least 14 days prior to the meeting.  However, the amount of notice required can vary according to the company’s particular articles of association.  Also, with the agreement of shareholders holding 90% of the company’s shares (or higher if stated in the articles), the meeting can be held at shorter notice.  In the notice that is sent out, the recipients should be informed of their right to appoint proxies to attend the meeting in their place.

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