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GLOSSARY

Non-statutory registers definition

Published by a LexisNexis Corporate expert

What does Non-statutory registers mean?

Companies are required by the CA 2006 to keep a number of statutory registers. There are also other registers that are commonly kept by a company although they are not required by statute, such as a register of applications and allotments, a register of transfers, and a register of debenture holders.

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Incorporating a public company limited by shares—checklist

Incorporating a public company limited by shares—checklist For full details on the incorporation of a public company limited by shares, see Practice Note: Incorporating a company. Matter to be considered or step to be taken Companies Act 2006 (CA 2006) reference (if applicable) Tick box when step complete or matter considered Preparing to incorporate a public company limited by shares Will the company be tailor-made on incorporation or purchased 'off the shelf'? If the company is to be 'tailor made', proceed with the rest of the considerations and steps within this checklist. See further: Tailoring a shelf company limited by shares—checklist. N/A Who are the initial shareholders (also known as subscribers)? There may be just one subscribing shareholder. CA 2006, ss 9–10 Ensure the allotted share capital is of a nominal value not less than the authorised minimum. CA 2006, ss 761-767 Will the shares held by the subscribers be paid up in cash as to at least a quarter of their nominal value...

Tailoring a shelf company limited by shares—checklist

Tailoring a shelf company limited by shares—checklist This checklist sets out the main considerations to be made and steps to be taken when tailoring a shelf company limited by shares. A person wishing to set up a new company has the following options: • they can incorporate a new company in accordance with the Companies Act 2006 (CA 2006), which is tailored to meet its specific requirements upon incorporation (a tailor-made company), or • they can purchase a ready-made company (ie a company that has already been incorporated but which has never traded) 'off-the-shelf' from a company formation agent (a shelf company) and tailor that company to its requirements Common reasons why a person may wish to acquire a shelf company are that they: • do not have time to comply with the incorporation requirements themselves • are inexperienced in matters of company law and want to rely on an experienced third party to incorporate the company correctly • need to obtain a company more urgently than Companies House time frames or...

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Public companies limited by shares

Public companies limited by shares This Practice Note summarises the main features of a public company limited by shares. It also covers key differences with private companies limited by shares, and why a public company limited by shares might be chosen as a preferred business vehicle instead of another form of UK company. What is a public company limited by shares? A public company limited by shares is a legal entity which is separate and distinct from its members. It is owned by its members who hold shares in the company. It is managed by its directors in line with the provisions of the Companies Act 2006 (CA 2006) and the company’s governing constitutional document, otherwise known as the articles of association. The company is a very commonly used business vehicle. There are over five million registered limited companies on the Companies House public register. 95% of those companies are private companies limited by shares. Public companies limited by shares have been declining since 2008 and make...

How to effect a transfer of shares

How to effect a transfer of shares There are a number of circumstances in which shares in a company may be transferred, the most common of which are upon a sale of the shares or by a gift of the shares. Other circumstances include a transfer of shares upon the granting or enforcement of security or their transmission by operation of law (eg where the death or bankruptcy of a shareholder has occurred), although these are outside the scope of this Practice Note. Certificated and uncertificated shares (and share warrants) Shares in a company can be held in certificated form or uncertificated form. Shares in a company are held in certificated form if the company has (or should have) issued a physical share certificate in respect of the shares. Shares are held in uncertificated form if they are held through an electronic clearing and settlement system, known as a central securities depository or CSD. The company need not, will not have, issued a physical share certificate in respect of such...

Discover our 14 Practice Notes on Non-statutory registers