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How to Incorporate a Private Company Limited by Shares (PCLS)

Introduction

A PCLS can be incorporated by one or more persons by:

  1. registering online at Companies House website provided you use the Model Articles of Association;

  2. submitting three paper documents to Companies House:

  3. Memorandum of Association;

  4. Articles of Association (see below); and

  5. Companies House Form IN01; or

  6. using a company formation agent.

Articles of Association

These contain the internal rules for running the company. A company can choose to use the standard Model Articles and, if they do so, do not need to file these with Companies House. Alternatively, you can write your own but, either way, it would be prudent to familiarise yourself with the rules before resolving to accept them as the company’s Articles.

Memorandum of Association

Contains the names and signatures of the subscribers who are forming the company and a commitment that each subscriber will take at least one share.

Form IN01

This form contains the details of the company name, address of the registered office and particulars of the directors, company secretary (if any) and shareholders.

Information

Whichever method you use to register a PCLS, you will need to have the following ready:

  1. company name and address;

  2. officer details (director(s) and secretary (if any);

  3. share capital and shareholder details; and

  4. payment (varies depending upon method used).

Company Name

The first step is to choose the name and check the Companies House Register to ensure that the name is not already in use. There are other limitations on certain names. For example, the name must not be offensive, it must have “limited” at the end of the name and certain words may require approval.

Officers

A PCLS must have at least one Director who is a natural person (i.e. not another company or corporate body) but there may be more subject to any limits set out in the Articles of Association.

A PCLS is no longer required to appoint a company secretary. Where no secretary is appointed, the duties that would normally be his/her responsibility will fall to be performed by either the directors or such other person as is authorised by them.

Subscribers

A PCLS can be formed by one or more persons subscribing to the Memorandum of Association. These Subscribers are the initial shareholders of the company.

This should not be relied upon for legal advice. If you would like any further information or advice please email richard@clariclegal.co.uk.

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