Procedures and Documentation for Business Formation

Introduction

This chapter takes you through the **practical mechanics** of bringing a business into existence in England and Wales. It covers, first, the **incorporation of a company** under the **Companies Act 2006 ('CA 2006')** — the registration process at **Companies House**, the contents of **form IN01**, the choice of **company name**, the **registered office**, the **first shareholders (subscribers)**, the **statement of capital**, the **first directors and company secretary**, the company's **constitution** (memorandum and articles, including the **Model Articles**), **people with significant control**, **re-registration as a public company**, **shelf companies**, and the many **post-incorporation steps** the directors must take. It then turns to the formation of a **partnership** under the **Partnership Act 1890** and a **limited liability partnership (LLP)** under the **Limited Liability Partnerships Act 2000**, comparing their **legal personality**, **formalities** and **constitutional documents**.

Assessment focus

For the SQE1 FLK1 Business Law and Practice assessment, you must be able to advise a client on the **steps and documents required to form** a private company, a public company, a traditional partnership and an LLP, and to **apply** the relevant statutory provisions to a realistic client scenario. Common examined points include: the **information required on form IN01**; the effect and contents of the **certificate of incorporation (s 15 CA 2006)** and its status as **conclusive evidence** of valid registration; the rules on **company names** (sections 53, 54, 58, 59, 66 CA 2006 and the Names Regs 2015); **minimum director requirements (sections 154, 155, 157 CA 2006)**; the **company secretary (s 270 CA 2006)**; the **Model Articles** and how the articles are **amended by special resolution (s 21 CA 2006)**; the **25% / 50% / 75% thresholds** for people with significant control; **re-registration as a public company**; and the key distinction that a **partnership has no separate legal personality** whereas an **LLP does**. Questions are single best answer questions (SBAQs) set in client-based scenarios; this is a closed-book assessment, so recall the statutory references from memory.

Study tips

1) Memorise the **five contents of the certificate of incorporation under s 15 CA 2006** and that it is **conclusive evidence** of valid registration. 2) Learn the **name endings**: private companies — **Limited / Ltd** (s 59); public companies — **plc / public limited company** (s 58); plus the Welsh equivalents. 3) Remember the **minimum directors**: every company needs at least one director and at least one **natural person (s 155)**; public companies need **two (s 154)**; directors must be **16 or over (s 157)**. 4) Distinguish **memorandum** (now a simple statement that subscribers wish to form the company) from **articles** (the rulebook), and know the **Model Articles** options: adopt wholly, adopt with amendments, or wholly bespoke. 5) Fix the **PSC thresholds**: more than **25%** of shares or votes, or the right to appoint/remove a majority of the board — banded as >25–50%, >50–<75%, and 75%+. 6) Most importantly: a **partnership has NO separate legal personality**; an **LLP DOES**.