English Company Law – Incorporation by Registration

English Company Law – Incorporation by Registration 
Creating a company by petitioning Parliament or the monarch is not the most accessible or expedient method. As a result, the Joint Stock Companies Act of 1844 established a simpler and faster method of incorporation, called incorporation by registration. Today, the vast majority of new businesses are formed through registration.   The term "incorporation through registration" refers to the process of filing "registration paperwork" with Companies House. Once these documents have been registered and authorized, a corporation can be formed. The memorandum of association  an application for registration, and a certification of compliance are all required documents under Section 9 of the CA 2006. 

The company's proposed name; the address of the company's registered office; whether the company is to be public or private; whether the members' liability is to be limited or unlimited, and, if limited, whether it is to be limited by shares or by guarantee; if the members' liability is to be limited by guarantee, then a statement of guarantee must be included; and whether the company is to be public or private.
 
If the company will have a share capital, a statement of capital and first shareholdings must be included; a statement identifying the company's proposed officers (i.e. the first director(s) and, if applicable, the first company secretary) must also be included. A statement of compliance must be filed, stating that all statutory registration requirements have been met. 

Furthermore, the Small Business, Enterprise and Employment Act 2015 (SBEEA 2015) amended the CA 2006 to require companies to provide: a statement identifying persons who have significant control over the company; and, if the company is private and the promoters have elected for Companies House to keep its statutory registers, a notice indicating this must be delivered to Companies House upon registration. If the registrar of companies is satisfied that the documents are complete and accurate, he will issue a certificate of incorporation upon payment of the registration fee, which serves as irrefutable confirmation that the company is properly incorporated under the CA 2006 (CA 2006, s 15(4)). The company will have all of the powers and liabilities of a registered company as of this date, and the proposed directors will formally become directors, subject to a number of statutory obligations.