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Memorandum of association

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Registration requirements definition

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What does Registration requirements mean?

The registration requirements for a company consist of delivering certain documents to the Registrar of Companies including a memorandum of association, an application for registration as well as other documents and a statement of compliance.

The registration requirements include delivering to the registrar: (A) a memorandum of association (B) an application for registration of the company; (C) other documents required for registration as per Companies Act 2006 s 9(1); and (D) a statement of compliance (Companies Act 2006 s 9(1)). According to Companies Act 2006 s 9(2), the application for registration must state: (1) the company's proposed name; (2) whether the company's registered office is to be situated in England and Wales (or in Wales), in Scotland or in Northern Ireland; (3) whether the liability of the members of the company is to be limited, and if so whether it is to be limited by shares or by guarantee; and (4) whether the company is to be a private or a public company. According to Companies Act 2006 s 9(4), the application must contain: (a) where the company is to

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Leasing or buying from a heritable creditor in possession (Scotland)—checklist

Leasing or buying from a heritable creditor in possession (Scotland)—checklist Title When taking a lease or buying from a heritable creditor in possession, the title deeds should include: • the original or a certified copy of standard security under which the heritable creditor purports to have title • evidence that the power to enforce the standard security has arisen (ie a default has occurred and calling up procedures have been followed), see Practice Note: Enforcing standard security—Scotland The standard security will be registered against the title to the property, but you should also check that it: • has been registered at Companies House • has been properly executed, see Practice Note: Execution of documents under Scots law and Registers of Scotland—guidance on execution of documents in counterpart • contains provision to allow the heritable creditor to call up and sell or lease Most standard securities will contain an express power to enforce on the occurrence of specified events of default, but if this is not the case, a power to...

Leasing or buying from an administrator (Scotland)—checklist

Leasing or buying from an administrator (Scotland)—checklist Title Administrator appointed by the court Where any administrator is appointed by the court under paragraph 11, Schedule B1 to the Insolvency Act 1986 (IA 1986), on the application of the company, its directors and/or any of one or more of its creditors, the title deeds should include certified copies of: • the administration order, and • any further order(s) under IA 1986, Sch B1, paras 91–95 for the appointment of any new administrator following the death, resignation or removal from office etc of the original or any subsequent administrator The Administrator is required to register a notice of appointment at: • Companies House, and • the Register of Inhibitions, in a form complying with the Insolvency (Scotland) (Company Voluntary Arrangements and Administration) Rules 2018, (ISCVAAR 2018), SI 2018/1082, r 3.27 Administrator appointed by holder(s) of qualifying charge, the company or its directors Where the administrator is appointed by the holder(s) of a qualifying floating charge (under IA 1986, Sch B1, para 14)...

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Incorporating a company

STOP PRESS: The Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) received Royal Assent on 26 October 2023. It is intended to enhance corporate transparency in the UK, principally through Companies House reforms and amendments to provisions of the Companies Act 2006. It also seeks to modernise the regulatory framework for limited partnerships and create stronger powers to tackle economic crime. ECCTA 2023 is to come into force in stages. A number of its provisions came into force on 4 March 2024 and may impact this content. For further information, see Practice Notes: Implementation of the Economic Crime and Corporate Transparency Act 2023 and The Economic Crime and Corporate Transparency Act 2023, particularly the legislation and consultation tracker.What is a company?A company is a separate legal entity, distinct from its members. It is owned by its members and it is managed by its directors. It is regulated by the Companies Act 2006 (CA 2006).The company is a very commonly used business vehicle; there are over 5 million registered companies in...

Overseas companies with an establishment in the UK

When an overseas company opens an establishment which carries on business in the United Kingdom, it may have to register its particulars with Companies House pursuant to the provisions of the Companies Act 2006 (CA 2006) and the Overseas Companies Regulations 2009 (OC Regs).This Practice Note should be read in conjunction with Practice Notes: Overseas companies in the UK—alteration of registered particulars, accounts and charges, Overseas companies registered in the UK—trading disclosures and execution and Overseas companies in the UK—winding up, liquidation, insolvency and closure.Register of overseas entities holding property in the UKThe regime for registration of an overseas company doing business in the UK is separate and distinct from the registration of overseas entities with an interest in UK property, which was introduced in August 2022. For further details on the register of overseas entities that own UK property established by the Economic Crime (Transparency and Enforcement) Act 2022 (EC(TE)A 2022), see Practice Notes: Register of overseas entities that hold UK property—fundamentals and The beneficial ownership register of overseas entities...

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Placing letter—AIM

Placing letter—AIM [ON THE LETTERHEAD OF THE PLACING AGENT] Application has been made for the whole of the issued and to be issued ordinary share capital of the Company to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the Ordinary Shares will commence on AIM on [insert expected date of admission to AIM]. No liability whatsoever is accepted by [insert name of Placing Agent] for the accuracy of any information or opinions contained in the Admission Document (as defined below), for which [insert name of Placing Agent] is not responsible, or for the omission of any material information from the Admission Document. Persons receiving this document should note that, in connection with the Placing (as defined below) and Admission, [insert name of PLACING AGENT] is acting exclusively for the Company and no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for advising any other...

Placing letter—Main Market

Placing letter—Main Market [ON LETTERHEAD OF THE PLACING AGENT] Application has been made to the Financial Conduct Authority (the FCA) and the London Stock Exchange plc (the LSE) for the Ordinary Shares (as defined below) to be admitted to the Official List of the FCA (the Official List) and to trading on the LSE's main market for listed securities (the Main Market) . It is expected that Admission (as defined below) will become effective and that dealings in the Ordinary Shares on the LSE's main market for listed securities will commence on [insert date]. No liability whatsoever is accepted by [insert name of Placing Agent] for the accuracy of any information or opinions contained in the Prospectus (as defined below), for which [insert name of Placing Agent] is not responsible, or for the omission of any material information from the Prospectus. Persons receiving this document should note that, in connection with the Placing (as...

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In 2006, the deceased’s husband established a nil rate band trust (NRB) in his Will funded with a loan note from his wife in the amount of £285k. The only documentation for this arrangement was a loan note and the trust was not registered with the Trust Registration Service (TRS). The deceased's children wish to have the trustees appoint this to their own children. Do charges under the relevant property regime apply to the trust? Should the trustees retrospectively register the NRB trust with the TRS and report to HMRC?

In 2006, the deceased’s husband established a nil rate band trust (NRB) in his Will funded with a loan note from his wife in the amount of £285k. The only documentation for this arrangement was a loan note and the trust was not registered with the Trust Registration Service (TRS). The deceased's children wish to have the trustees appoint this to their own children. Do charges under the relevant property regime apply to the trust? Should the trustees retrospectively register the NRB trust with the TRS and report to HMRC? Relevant property trust charges In the case of the ten-year charge, the available nil rate band (NRB) is used as part of a formula to calculate the effective rate (ER), which in turn determines the actual rate of inheritance tax (IHT) to be applied to the particular trust. The actual rate is 30% of the ER. As the maximum ER is 20%, the maximum actual rate is 6%. See Practice Note: Relevant property trusts—the principal (ten-year) charge before 18 November...

A is the registered owner of F/H property. A transfers part of the F/H property to B. B fails to register the transfer of part with the LR in time by the time A transfers the F/H property (which includes the part transferred to B) to C. C is registered as the owner of all of the F/H property. When B seeks to register the transfer of part of the F/H, LR reject the application as the F/H is registered in the name C and it is A and not C who is the transferor on the transfer of part. How does B go about getting the LR to register B as the owner of part of the F/H?

A is the registered owner of F/H property. A transfers part of the F/H property to B. B fails to register the transfer of part with the LR in time by the time A transfers the F/H property (which includes the part transferred to B) to C. C is registered as the owner of all of the F/H property. When B seeks to register the transfer of part of the F/H, LR reject the application as the F/H is registered in the name C and it is A and not C who is the transferor on the transfer of part. How does B go about getting the LR to register B as the owner of part of the F/H? A transfer of a registered estate is done by the appropriate form, which includes Form TR1 or, where the transfer is of part of a title, Form TP1 (rule 58 of the Land Registration Rules 2003, SI 2003/1417). The effect of the execution of the Form TR1 or TP1 is to...

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Energy weekly highlights—1 May 2025

This week's edition of Energy weekly highlights includes: news analysis on Ofgem's approval of the TMO4+ grid connection reforms package, the Department for Energy Security and Net Zero (DESNZ)'s publication of an open letter announcing funding through GB Energy for domestic offshore wind supply chains, along with an amendment to the GB Energy Bill adding measures against slavery and human trafficking, and DESNZ's call for evidence on civil and defence nuclear regulatory framework. In addition this week, DESNZ launched a consultation on revenue support regulations for greenhouse gas removals and power bioenergy with carbon capture and storage (BECCS) business models, DESNZ's publication of its response to the Smart Secure Electricity Systems Programme consultation, Ofgem's publication of its consultation decision on revised special conditions for transmission licences and DESNZ's consultation launch on revised National Policy Statements for energy infrastructure.

Environment weekly highlights—1 May 2025

This week's edition of Environment weekly highlights includes: news analysis on the application of the Digital Markets, Competition and Consumers Act 2024 on businesses making false or misleading environmental claims, and the case of R (on the application of Dr Rosalind Bradbury) v Brecon Beacons National Park Authority, relating to appropriate assessments and the planning committee’s failure to consider relevant information, and commentary on the Water (Special Measures) Act 2025 policy statement. Also, the International Maritime Organization (IMO) has approved draft regulations establishing the first combined mandatory emissions limits and greenhouse gas pricing framework for global shipping, the Department for Energy Security and Net Zero (DESNZ) has published publication of its response to the Smart Secure Electricity Systems Programme consultation, consultations on implementing voluntary carbon and nature market integrity principles and revenue support regulations for greenhouse gas removals and power bioenergy with carbon capture and storage business models. In addition, the Department for Environment, Food and Rural Affairs (Defra) published its first statutory international environmental protection report, HMRC launched a...

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9 Registration documents

(1) The memorandum of association must be delivered to the registrar together with an application for registration of the company, the documents required by this section and a statement of compliance.(2) The application for registration must state—(a) the company's proposed name,(b) whether the company's registered office is to be situated in England and Wales (or in Wales), in Scotland or in Northern Ireland,(c) whether the liability of the members of the company is to be limited, and if so whether it is to be limited by shares or by guarantee, and(d) whether the

14 Registration

If the registrar is satisfied that the requirements of this Act as to registration are complied with, he shall register the documents delivered to him.

Registration requirements is referenced 2 in UK Parliament Acts