CHAPTER 10:

 The Registrar of Companies is responsible for maintaining company records.

Companies formed under CA06 come into being when they are registered with the
Registrar.
 Functions of the Registrar include issuing certificates of incorporation and
registration of charges.
 To register a company, the promoter (i.e. person who takes steps to form and set a
company going) must deliver the memorandum and articles and other documents
to the Registrar.
 The certificate of incorporation shows the company's name, registration
number and date of registration. It does not establish the company's legality.
 A public company is permitted to offer of shares or debentures to the public; a
private company is not.
 Companies can re-register their status from private to public (subject to minimum
share capital requirements) and vice versa.
 A company which has been re-registered as limited cannot revert to unlimited status.
 A company's objects are unrestricted (s.31 CA06) unless its constitution states
otherwise.
 A company's name should properly represent its activities and aspirations. Names
are subject to statutory and common law restrictions to prevent misleading
impressions and offence.
 Statutory books are official records that include books of account, minutes of board
meetings and registers of shareholders, directors and charges, etc.
 Unlike a private company a public company cannot start trading until it obtains
a trading certificate from the Registrar.
 A company does not legally exist before incorporation. A promoter therefore has
personal liability for pre-incorporation contracts.
 A promoter must be transparent in all dealings and cannot make a secret profit.

SOME DETAILS:
A. Introduction and background
Company promoter: A promoter is one who undertakes to form a company with
reference to given project and to set it going and who takes the necessary steps
to accomplish that purpose.
B. Registration company
 C. Practical consideration
I. Registered status
Public company: benefits of public status:
 The company must have an issued share capital with a minimum nominal value of
£50,000 of which at least 25% is paid up.
 Its members' liability must be limited by shares.
 It is subject to much tighter regulation and publicity requirements than a private
company.
- Private company: limited by shares, no minimum capital requirement
II. Re-registration
- Private to Public – Minimum Capitalisation: has a minimum allotted share capital
of £50,000, of which at least 25% has been paid up plus the whole of any premium
Public to Private – Minority Shareholders May Object: Court proceedings objecting
to the resolution can be brought within 28 days following the resolution by:
 at least 50 members; or
 the holders of 5% or more of the issued shares (or any class of issued shares).
 III. What name should the company adopt
There is wider choice over the first part of the name. However, there
are restrictions and the registrar will reject applications to register with a name which:
 Is the same as another name on the register (s.66). The promoter can make a
search at Companies House to establish whether the proposed name is acceptable
or will be deemed "too similar" by the registrar.
 Is illegal or suggests that the company has been set up for criminal purposes, or
uses offensive words (s.53).
 Gives a misleading impression about the scale or nature of the business.
IV. When may the company start to do business?
 A private company can start business in its own name as soon as it is
incorporated.
 A public company may set up preliminary contracts, but cannot start trading until
it obtains a further certificate (its trading certificate) from the Registrar
D. Pre-Incorporation contracts