CIMA Exam Practice Kit: Business Law

Formation and Promotion of Compaines

Anyone intending to form and register a new company must file the following documents with the Registrar of Companies.

  1. A signed memorandum of association: this sets out the company's constitution.

  2. Signed articles of association: this sets out the company's internal regulations.

  3. Signed statement of first director(s) and secretary(ies): this includes their name, address, nationality, age, occupation and the address of the registered office.

  4. Statutory declaration of compliance with CA85 by either a solicitor, a director or the secretary.

  5. The registration fee.

Public companies have to obtain a s117 CA85 trading certificate. For this to be obtained the directors must file a statutory declaration with the Registrar stating:

  1. that the nominal value of allotted share capital is not less than 50,000

  2. that at least 25 per cent of the nominal value of each share has been paid up plus all of any premium on each share

  3. the amount of preliminary expenses (i.e. the costs of forming the company)

  4. the amount of benefit given to promoters.

If a public limited company commences trading without first obtaining a s117 certificate the consequences are as follows.

  1. It is a criminal offence by the company and its officers.

  2. Contracts with third parties are still binding on the company.

  3. Directors are personally liable if the company fails to perform the contract.

  4. If a certificate is not obtained for 12 months or more it is a ground for compulsory liquidation.

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