The following Corporate practice note provides comprehensive and up to date legal information covering:
Under the Companies Act 2006 (CA 2006), a company is formed when one or more persons:
subscribe their names to a memorandum of association, and
comply with the registration requirements prescribed in the CA 2006
Such persons are known as subscribers.
A company that is to have a share capital must allot at least one share to each of its subscribers, so that shares in the company exist and it has shareholders on its incorporation. This requirement is reflected in the prescribed format for a company's memorandum of association, which is a simple statement by the subscribers that they:
wish to form a company under the CA 2006, and
agree to become members of the company and, in the case of a company having a share capital, to take at least one share each
It must include the name of each subscriber and be authenticated by them.
It is not possible for subscriber shares to be allotted on the basis that they are held jointly, as Companies House interprets CA 2006, ss 7 and 8 as requiring each subscriber for shares in a new company to be a single natural person or a single corporate entity.
The memorandum of association of a company cannot be amended after incorporation. Prior to 1 October 2009, the memorandum of association was a more lengthy document that formed an integral
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