Articles of Association
This document sets out the rules for the running of the company's internal affairs. A company must deliver the articles for registration. All companies that are limited by guarantee or unlimited must also register articles. The company's articles delivered to the Registrar must be signed by each subscriber in front of a witness who must attest the signature.
Company Secretary
The Company Secretary is responsible for complying with the necessary laws for running a company eg. disclosure rules. As with a director anyone can be a company secretary as long as they are not eg. undischarged bankrupt or been disqualified by a court from holding such a position.
Certificate of Incorporation
The Certificate of Incorporation is a certificate supplied by the relevant government issuing authority(e.g. in the UK it is Companies House). This document verifies the regsitration of the company with the authorities. It details the name and regsitered number of the company, what type of legal structure the company is and when the company was formed.
Director
Directors are responsible for the running and administration of the company. The directors' powers are governed by the articles of association. Anyone can be a director as long as they are not: an undischarged bankrupt, and/or have not been disqualified by a court from holding a directorship. Some foreign nationals are subject to restrictions imposed by the U.K. Government
Memorandum Of Association
This document sets out:
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the company's name, |
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where the registered office of the company is situated (in England, Wales, Northern Ireland or Scotland); and |
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what it will do (its objects). The object of a company may simply be to carry on business as a general commercial company. |
Other clauses to be included in the memorandum depend on the type of company being incorporated. The form of memorandum for each type of company is set out in a set of tables called The Companies (Tables A to F) Regulations, 1985.
Minutes
Minutes are notes of meetings of the directors of the company and usually detail decisions made by the directors which affect or are directed by the Memorandum and Articles of the company.
Registered Office
This is the address that all the statutory documents pertaining to the company e.g. register of members, memorandum etc.. are kept. Further documents relating to legal process (writs, summonses etc) can be served on the company by leaving it at or sending it by post to the registered office of the company.
Share Allotments
Share allotment is the process by which people become members/ shareholders of a company. Shares are "subscribed" on incorporation and then members agree to have shares allotted to each subsequent member.
Share Capital
The total value of the share capital authorised must be decided upon and the value of one share. In most start up private companies, the authorised share capital is stated to be £1,000 made up of 1,000 £1 shares. This does not mean you actually have to issue 1,000 shares, you can issue only one share if you wish but you have the option of issuing up to 1,000. You can issue more than 1,000 by increasing the authorised share capital which is done by the shareholders passing a special resolution.
Share Certificates
Share Certificates are documents which evidence the ownership of a particular share. In some instances, and particularly where businesses are small and privately owned, share certificates are not necessary do not need to be issued.
Statutory Registration fee
This fee is paid by law to the registering governement authority as part of the registration process.
