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If you are considering setting up a company for your new business venture, the next step is to ensure that the company is incorporated properly. The Companies Act 2006, states that when you register, you will need:

  • ‘Memorandum of association’ – a legal binding statement signed by all initial shareholders agreeing to form the company; and
  • ‘Articles of association’ – terms and conditions about running the company, stating the duties and responsibilities of the members involved, agreed by the shareholders, directors and the company secretary.

Well drafted memorandums and articles of association should agree on the following:

  • Liability of members
  • Directors’ duties and power
  • Retaining records of directors’ decisions
  • Directors’ meetings, voting system, delegation to others and conflicts of interest
  • Appointment and removal of directors
  • Shares
  • Dividends and other distributions to members
  • Members’ decision making process and attendance at general meetings
  • Use of the company seal, if applicable
  • Directors’ indemnity and insurance

Both articles and memorandums are open to the public, unless the company chooses to keep governance of the company private. If so, the company will need to include provisions in the shareholders’ agreement which state that their agreement should also remain confidential. Our company formation solicitors can advise you on what should be included in the articles and what can be reserved for a shareholders’ agreement.

Shareholders may also want to establish procedures in the article of association that deal with the division of shares, should one of the shareholders decide to exit the business. In every business, the director ultimately holds full authority on the sale and acquisitions of shares.

Once the company is legally registered, you will receive a ‘certificate of incorporation’. This certificate provides details about the company number and date of formation. The business will also need to register for Corporation Tax within 3 months after they start trading.

Our barristers and solicitors specialise in drafting company formation documentation for private limited companies, sole traders, family businesses and partnerships. We work with you to understand the personal relationships and delicacies behind each business’s management, to ensure that your company gets off to a running start.

Model articles may not cover everything that your company needs, and you may run the risk of disputes arising further down the line that could potentially damage the profitability of your company and result in costly litigation. Don’t worry, we’re here to help. Our legal experts work with founders, investors and new shareholders across a range of industry sectors to ensure that their business interests are protected. Contact one of our company law experts today for legal advice and cost-effective payment solutions on 0203 376 1888.

Spread your legal expenses conveniently over time to minimise impact on your business 

We provide payment plans to cover your legal costs, so you or your business can get the legal support you require – without the need for large up front payments.

We will connect you with a lawyer who specialises in company law matters and who is right for your individual circumstances.  If you have already appointed a lawyer, we can still offer you a payment plan solution and will make all the necessary arrangements with your lawyer on your behalf.

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