Registering a New Company

Why must I file a form 12?
The form 12 is a statutory declaration that the information filed as part of, or in support of, an incorporation application is correct. The declaration allows prosecution under the Perjury Act of anyone making false statements and so reduces the likelihood of applicants avoiding the disclosure requirements of the Companies Act.

If I correct or amend information on a form 10 or memorandum of association why must I re-swear my form 12?
The form 12 is a statutory declaration that the information filed as part of, or in support of, an incorporation application is correct. Any additional information added to an application must be accompanied by another declaration stating the new information is correct.

Why must the form be signed by each of the proposed officers?
To indicate that they consent to act in the capacity indicated, and accept the duties and the responsibilities that go with the post.

Why must the subscriber or agent sign the form when in most cases they have already signed the memorandum and articles of association?
They are signing to indicate that they as the owners or owners' representative consent to the individuals shown as directors or secretaries acting in that capacity for the company.

Is there a minimum age under which an individual is barred from acting as a company director?
The Companies Act imposes no restriction on the minimum age of company directors. However Companies House will actively discourage the appointment of anyone under the age of 16 from taking up a company directorship on the grounds that the individuals concerned may not fully understand the legal liabilities that go with the position and for the most part will not have the experience necessary to perform the duties of a company director. There will be exceptions to this general rule and we are open to persuasion. If an applicant insists we would have to accept an underage appointment but applicants should bear in mind that such an appointment may damage the credibility of their company for people who examine its public record.

Are company officers permitted to give a corporate address or PO Box number as an address?
No, the Companies Act specifies that company officers must give their private, home address. A corporate body standing as secretary or director can give a PO Box address provided it can be validated by the Royal Mail.

Can a PO Box be used for the Registered Office address?
Yes, provided the full address is given, including the postcode, and it is validated by the Royal Mail.

Is there a requirement that subscribers or officers of British limited companies be resident in the UK?
No. Subscribers or officers may be resident outside the UK.

What are the objects of a company?
The objects are what the company does. An example is 'General Commercial Trading'.

Where can I purchase a set of Memorandum & Articles of Association?
Memorandum & Articles of Association can be purchased from a law / legal stationers or formation agent. They cost approximately £20 - £30. Look in the telephone directory for your local stockists.

Are certificates given by the Registrar of Companies accepted for the purpose of issuing legalisation certificates?
Certificates issued by Companies House are stamped or electronically signed but they will not be accepted by the Foreign and Commonwealth Office for the purpose of issuing legalisation certificates.

The Foreign and Commonwealth Office require that documents must have the original signature or seal of a British public official.

To obtain a certificate signed in person by a Companies House official, customers need to request a ‘certified certificate’.

‘Certified certificates’ can be ordered via:

• Companies House Contact Centre on 0870 33 33 636; or
• Cardiff , London or Edinburgh Information Centres (for more information visit http://www.companieshouse.gov.uk/toolsToHelp/infocent.shtml)
• Companies House Direct (online service)

Certified certificate fees

4 working days service £15.00
24-hour service (if ordered before 2pm) £50.00
Additional fee for faxed copy of 24-hour service document £3.00

For more information about legalising documents please visit http://www.fco.gov.uk and click on 'legalisation' on left hand menu.

Does the registration of my company name with Companies House also mean that my trade mark is protected?

No. Company law is different from trade mark law. You cannot stop someone using a trade mark, which is the same or similar to yours, merely by registering your name with Companies House. For further advice on trade mark registration phone the UK Intellectual Property Office on 08459 500 505 or visit their website at www.ipo.gov.uk.

You should ensure that your company name does not conflict with a trademark. Search the trade mark register at the Patent Office.

You can also search the Nominet UK registry for all domain names ending in .uk