Part 2 Company Formation (ss 7-16)
Part 2 Company Formation (ss 7-16)
Companies Act 2006 | Legislation

7 Method of forming company

(1)     A company is formed under this Act by one or more persons—

(a)     subscribing their names to a memorandum of association (see section 8), and

(b)     complying with the requirements of this Act as to registration (see sections 9 to 13).

(2)     A company may not be so formed for an unlawful purpose.

8 Memorandum of association

(1)     A memorandum of association is a memorandum stating that the subscribers—

(a)     wish to form a company under this Act, and

(b)     agree to become members of the company and, in the case of a company that is to have a share capital, to take at least one share each.

(2)     The memorandum must be in the prescribed form and must be authenticated by each subscriber.

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 company is to be a private or a public company.

(3)     If the application is delivered by a person as agent for the subscribers to the memorandum of association, it must state his name and address.

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