Incorporation and Constitution of a Private Limited Company
Governing Law
Companies Act 2006 (CA 2006) governs formation, constitution and registration of UK companies.
Registration Requirements
- Application to Companies House under s.9 CA 2006 must include:
- Memorandum of association (s.8) — signed by each subscriber
- Articles of association (s.18) — or adoption of Model Articles
- Statement of capital and initial shareholdings
- Statement of proposed officers (at least one director; no company secretary required for private companies — s.270)
- Statement of compliance (s.13)
- Registrar issues a certificate of incorporation (s.15), which is conclusive evidence of registration.
Articles of Association
- The articles are the company's primary internal rulebook (s.17).
- A private company limited by shares may adopt the Model Articles for Private Companies Limited by Shares (SI 2008/3229).
- Articles bind the company and members as if signed and sealed by each — s.33 CA 2006 (the 'statutory contract').
- Articles can be amended by special resolution (75% majority) — s.21.
Single-Member Companies
- A private company may be formed by one person (s.7(1)) — a single-member private limited company.
Key Distinctions: Ltd vs LLP
- An LLP is formed under the Limited Liability Partnerships Act 2000, not CA 2006; members have unlimited authority to bind the LLP (s.6 LLPA 2000) by default.
- A private company has separate legal personality from incorporation — foundational principle from Salomon v Salomon & Co Ltd [1897] AC 22.
Common Traps
- The memorandum under CA 2006 is a simple subscriber document only — it no longer contains objects or capital clauses (contrast pre-2006 law).
- A private company cannot offer shares to the public — s.755 CA 2006; doing so is a criminal offence.
- Failure to register does not prevent personal liability — promoters remain personally bound on pre-incorporation contracts (s.51 CA 2006).
Exam tip: When a question describes a company being 'formed', check whether the memorandum or articles are at issue — they are now entirely separate documents with different functions under CA 2006.