Companies

Companies

A company is a separate legal entity, distinct from its members. It is owned by its members (also known as shareholders) and it is managed by its directors. It is regulated by the Companies Act 2006 (CA 2006).

The types of company that can be incorporated under CA 2006 are:

•
a public company limited by shares (a public company must have shares and cannot be limited by guarantee or unlimited)
•
a private company limited by shares
•
a private company limited by guarantee (which are primarily used by charities and other not-for-profit organisations—see Practice Note: Companies limited by guarantee), and
•
an unlimited company (which are relatively rare—see Practice Note: Unlimited companies)

Incorporation

A company is formed by one or more persons (the subscribers):

•
subscribing their names to a memorandum of association, and
•
complying with the registration requirements set out in CA 2006

The company is incorporated when the Registrar of Companies issues it with a certificate of incorporation.

A person wanting to set up a company has the following options:

•
they can incorporate a new

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