Hi All,

Apologies if these groups are OT for this - they seemed the best to me....

My Dad's old company is listed as "Active - Proposal to Strike Off", he 
has retired and closed down his business.
I am hoping to set up my own business, I have form 10 and form 12 
prepared but not signed yet. I am aware of the requirement of the 
"Articles Of Association" and the "Memorandum Of Association" and have 
downloaded http://innovateurs.com/downloadabledocs/memorandum.doc and 
http://innovateurs.com/downloadabledocs/articles.doc but the legalese 
confuses me somewhat.

Is there a useful resource that explains what these docs are all about?

My main question.... My Dad has a company he is no longer using. I know 
he can submit a form to cease the strike off process and there are forms 
to rename the company, change the registered address and to change the 
director and secretary. The process actually works out a bit cheaper!
The benefit to me will to have a company that has been establised a good 
deal longer.

Is this legal and above board?

What are the potential pitfalls for me or my Dad?

What about those association documents? Would I need to do anything with 
them?

Many thanks in advance,

Boggy.

Bogwitch wrote:

> Hi All,
> 
> Apologies if these groups are OT for this - they seemed the best to me....
> 
> My Dad's old company is listed as "Active - Proposal to Strike Off", he
> has retired and closed down his business.
> I am hoping to set up my own business, I have form 10 and form 12
> prepared but not signed yet. I am aware of the requirement of the
> "Articles Of Association" and the "Memorandum Of Association" and have
> downloaded http://innovateurs.com/downloadabledocs/memorandum.doc and
> http://innovateurs.com/downloadabledocs/articles.doc but the legalese
> confuses me somewhat.
> 
> Is there a useful resource that explains what these docs are all about?

Get a company formation agent to do it.  It is much easier, and they aren't
that expensive.


> My main question.... My Dad has a company he is no longer using. I know
> he can submit a form to cease the strike off process and there are forms
> to rename the company, change the registered address and to change the
> director and secretary. The process actually works out a bit cheaper!
> The benefit to me will to have a company that has been establised a good
> deal longer.
> 
> Is this legal and above board?
> 
> What are the potential pitfalls for me or my Dad?

The main pitfalls are stamp duty, and possibly CGT on the transfer of the
shares, and that the company may have liabilities left over from your Dad's
old business (for example a former customer who decides to sue the company,
or a tax investigation which reveals an under-declaration of tax).

Jonathan Bryce wrote:

>> "Articles Of Association" and the "Memorandum Of Association" and have
>> downloaded http://innovateurs.com/downloadabledocs/memorandum.doc and
>> http://innovateurs.com/downloadabledocs/articles.doc but the legalese
>> confuses me somewhat.
>>
>> Is there a useful resource that explains what these docs are all about?
> 
> Get a company formation agent to do it.  It is much easier, and they aren't
> that expensive.

I'm unsure as to how that works. When I look at the forms (specifically 
Fome 12) it states that it must be witnessed by a public notary, 
solicitor, etc. How does a company formation agent get around this?

You're quite right, I have found several agents that will form the 
company for me, ranging from about 60ukp up to about 150ukp but how do I 
choose? I'm tempted to go with the cheapest but with all the legal stuff 
that goes along with the registration how can I be sure that the company 
I go with is reputable and honest?

> The main pitfalls are stamp duty, and possibly CGT on the transfer of the
> shares, and that the company may have liabilities left over from your Dad's
> old business (for example a former customer who decides to sue the company,
> or a tax investigation which reveals an under-declaration of tax).

OK, that sounds like something to be avoided! It's a shame, established 
in the '60s would have been nice!

Thanks for the information, I'll get there eventually!

Boggy.

-- 
Posted via a free Usenet account from http://www.teranews.com

On 4 Jul, 14:38, Me Now  wrote:
> Jonathan Bryce wrote:
> >> "Articles Of Association" and the "Memorandum Of Association" and have
> >> downloadedhttp://innovateurs.com/downloadabledocs/memorandum.docand
> >>http://innovateurs.com/downloadabledocs/articles.docbut the legalese
> >> confuses me somewhat.
>
> >> Is there a useful resource that explains what these docs are all about?
>
> > Get a company formation agent to do it.  It is much easier, and they aren't
> > that expensive.
>
> I'm unsure as to how that works. When I look at the forms (specifically
> Fome 12) it states that it must be witnessed by a public notary,
> solicitor, etc. How does a company formation agent get around this?

They produce thousands of companies in one hit. The secret is to find
a word no one else has ever used, and out pops (say):

MENOW LTD
MENOW (UK) LTD
GREEN MENOW LTD
PINK MENOW LTD

....unitl you've got thousands of very similar-sounding new companies
and need to find another name. The first director's will be the
Company's creators.

Your first job is to appoint yourself and you wife Directors and
Secretary, and alot yourself two £1 shares - don't give the wife
anything just in case...

:)

> You're quite right, I have found several agents that will form the
> company for me, ranging from about 60ukp up to about 150ukp but how do I
> choose? I'm tempted to go with the cheapest but with all the legal stuff
> that goes along with the registration how can I be sure that the company
> I go with is reputable and honest?
>
> > The main pitfalls are stamp duty, and possibly CGT on the transfer of the
> > shares, and that the company may have liabilities left over from your Dad's
> > old business (for example a former customer who decides to sue the company,
> > or a tax investigation which reveals an under-declaration of tax).
>
> OK, that sounds like something to be avoided! It's a shame, established
> in the '60s would have been nice!
>
> Thanks for the information, I'll get there eventually!

Your old company name will be recycled. Wait a few weeks and you can
rename your new company with the old name.  "A family company first
established in the '60s..."

I know someone who noticed that John Brown the engineering company
were striking off loads of old group companies they no longer had any
use for. He recycled one of the names and began trading under it. It
cost JB £50K or so to buy the name back :)

On 4 Jul, 16:19, Troy Steadman  wrote:
> On 4 Jul, 14:38, Me Now  wrote:
>
> The first director's will be the Company's creators.

The standards are being maintained.

It is worth noting that setting up a company is a formality. You don't
need to concern yourself with the legalities, just find a formation
company who is recommended to you, and they will do all the work.

It is very unlikely that anything will ever need changing because the
Memorandum and Articles cover every conceivable likelihood. If
something *does* need altering you can probably do it later.

The important things right now are to get your Cash Flow right. Should
you register for VAT? If so should you Cash Account for VAT? That will
depend on your trade and prospects.

Get the business off the ground and let the Formation Agent do what he
is paid to do.

Troy Steadman wrote:

>> I'm unsure as to how that works. When I look at the forms (specifically
>> Fome 12) it states that it must be witnessed by a public notary,
>> solicitor, etc. How does a company formation agent get around this?
> 
> They produce thousands of companies in one hit. The secret is to find
> a word no one else has ever used, and out pops (say):

OK, but how do they get round the requirement to get the forms signed 
and witnessed?

> ...unitl you've got thousands of very similar-sounding new companies
> and need to find another name. The first director's will be the
> Company's creators.

I think I've got a name that should be ok. Are you suggesting that I 
register the alternatives to prevent other people grabbing them?

> Your first job is to appoint yourself and you wife Directors and
> Secretary, and alot yourself two £1 shares - don't give the wife
> anything just in case...


Actually, my Wife will be Director with 99 shares and I will be 
Director/Secretary with just one.

But if she gets funny, I'll just stop working! :)

> Your old company name will be recycled. Wait a few weeks and you can
> rename your new company with the old name.  "A family company first
> established in the '60s..."

I'm not interested in the name, it's of little use to me as I'll be 
running a different business to him!


So, does anyone have any recommendations as to an agent or am I inviting 
spam? ;P

Bogwitch.

On 4 Jul, 19:08, Bogwitch  wrote:
> Troy Steadman wrote:
> >> I'm unsure as to how that works. When I look at the forms (specifically
> >> Fome 12) it states that it must be witnessed by a public notary,
> >> solicitor, etc. How does a company formation agent get around this?
>
> > They produce thousands of companies in one hit. The secret is to find
> > a word no one else has ever used, and out pops (say):
>
> OK, but how do they get round the requirement to get the forms signed
> and witnessed?

I suppose they get the forms signed and witnessed. "Notarising" is
another example of complete and utter bollocks. If you deal with
certain Russian companies (for example) every important document has
to be notarized, then sealed with the company seal in sealing wax,
then have a nice ribbon tied round it rolled up into a scroll,

That way they know it's legal :)

> > ...unitl you've got thousands of very similar-sounding new companies
> > and need to find another name. The first director's will be the
> > Company's creators.
>
> I think I've got a name that should be ok. Are you suggesting that I
> register the alternatives to prevent other people grabbing them?
>
> > Your first job is to appoint yourself and you wife Directors and
> > Secretary, and alot yourself two £1 shares - don't give the wife
> > anything just in case...
>
> Actually, my Wife will be Director with 99 shares and I will be
> Director/Secretary with just one.
>
> But if she gets funny, I'll just stop working! :)
>
> > Your old company name will be recycled. Wait a few weeks and you can
> > rename your new company with the old name.  "A family company first
> > established in the '60s..."
>
> I'm not interested in the name, it's of little use to me as I'll be
> running a different business to him!
>
> So, does anyone have any recommendations as to an agent or am I inviting
> spam? ;P

Look around the uk internet and get your domain names sorted, and
maybe the bank account, at the same time.

Troy Steadman wrote:

>> OK, but how do they get round the requirement to get the forms signed
>> and witnessed?
> 
> I suppose they get the forms signed and witnessed. "Notarising" is
> another example of complete and utter bollocks.

But that still doesn't explain how they WITNESS the signatures! 
Interestingly, electronic filing raises the same problems, I guess.

> If you deal with
> certain Russian companies (for example) every important document has
> to be notarized, then sealed with the company seal in sealing wax,
> then have a nice ribbon tied round it rolled up into a scroll,
> 
> That way they know it's legal :)

I'd be convinced! :)

>> So, does anyone have any recommendations as to an agent or am I inviting
>> spam? ;P
> 
> Look around the uk internet and get your domain names sorted, and
> maybe the bank account, at the same time.

I have a domain name in mind, as yet untouched. I want to make sure I 
get the company registered before I lay out any more cash on DNS 
registration - I've already spent enough getting domains registered that 
I never used!

So, anyone, recommendations for a registration agent?

Bogwitch.

-- 
Posted via a free Usenet account from http://www.teranews.com

On 4 Jul, 19:08, Bogwitch  wrote:
> Troy Steadman wrote:
> >> I'm unsure as to how that works. When I look at the forms (specifically
> >> Fome 12) it states that it must be witnessed by a public notary,
> >> solicitor, etc. How does a company formation agent get around this?
>
> > They produce thousands of companies in one hit. The secret is to find
> > a word no one else has ever used, and out pops (say):
>
> OK, but how do they get round the requirement to get the forms signed
> and witnessed?

They are creating their own companies with themselves as Directors and
Secretary. They sign the forms themselves and have them witnessed by
somebody else :)

On Thu, 05 Jul 2007 13:34:31 +0100, Me Now wrote:
>
> I have a domain name in mind, as yet untouched. I want to make sure I 
> get the company registered before I lay out any more cash on DNS 
> registration - I've already spent enough getting domains registered that 
> I never used!
>
Is this really a big deal. ISTR when I registered my domains they were
a couple of quid each. Are you going for something exotic?

Pete

-- 
...........................................................................
.. never trust a man who, when left alone ...... Pete Lynch               .
.. in a room with a tea cosy              ...... Marlow, England          .
.. doesn't try it on (Billy Connolly) .....................................

"Troy Steadman"  wrote in message 
news:1183642659.376227.19990@n60g2000hse.googlegroups.com...
> On 4 Jul, 19:08, Bogwitch  wrote:
>> Troy Steadman wrote:
>> >> I'm unsure as to how that works. When I look at the forms 
>> >> (specifically
>> >> Fome 12) it states that it must be witnessed by a public notary,
>> >> solicitor, etc. How does a company formation agent get around this?
>>
>> > They produce thousands of companies in one hit. The secret is to find
>> > a word no one else has ever used, and out pops (say):
>>
>> OK, but how do they get round the requirement to get the forms signed
>> and witnessed?
>
> They are creating their own companies with themselves as Directors and
> Secretary. They sign the forms themselves and have them witnessed by
> somebody else :)
>

.... and the somebody else is generally another "one of them" who happens to 
be a solicitor.

I've mostly done the incorps for clients - saves them the agency fees, loads 
of incomprehensible documents and the "change of name" history record at CH. 
All pretty straightforward stuff - all you need is an all-encompassing MofA, 
Table A tweaks in the AofA, Ctrl+H in word for next Coy name and then either 
clients' or my tame solicitor to "witness" form 12.

-- 
Martin
[ remove barrier to reply ]

"Martin" wrote
> I've mostly done the incorps for clients - saves them the agency fees, 
> loads
> of incomprehensible documents and the "change of name" history record
> at CH. All pretty straightforward stuff - all you need is an 
> all-encompassing
> MofA, Table A tweaks in the AofA, Ctrl+H in word for next
> Coy name and then either clients' or my tame solicitor to "witness" form 
> 12.

Isn't this even easier? :-
http://www.quickformations.com/

"Tim"  wrote in message 
news:bKOdnZQM1KV21xDbnZ2dnUVZ8tOmnZ2d@bt.com...
> "Martin" wrote
>> I've mostly done the incorps for clients - saves them the agency fees, 
>> loads
>> of incomprehensible documents and the "change of name" history record
>> at CH. All pretty straightforward stuff - all you need is an 
>> all-encompassing
>> MofA, Table A tweaks in the AofA, Ctrl+H in word for next
>> Coy name and then either clients' or my tame solicitor to "witness" form 
>> 12.
>
> Isn't this even easier? :-
> http://www.quickformations.com/
>

No.


-- 
Martin
[ remove barrier to reply ]

>> "Martin" wrote
>>> I've mostly done the incorps for clients - saves them the
>>> agency fees, loads of incomprehensible documents and the
>>> "change of name" history record at CH. All pretty straightforward
>>> stuff - all you need is an all-encompassing MofA, Table A
>>> tweaks in the AofA, Ctrl+H in word for next Coy name and
>>> then either clients' or my tame solicitor to "witness" form 12.
>>
> "Tim" wrote
>> Isn't this even easier? :-
>> http://www.quickformations.com/
>

"Martin" wrote
> No.

You're kidding....!!

NO witnessing needed, NO (paper) form-filling, NO change
of Co Name needed, and all from as little as under £35.

Tim wrote:

>>> Isn't this even easier? :-
>>> http://www.quickformations.com/
> 
> "Martin" wrote
>> No.
> 
> You're kidding....!!
> 
> NO witnessing needed, NO (paper) form-filling, NO change
> of Co Name needed, and all from as little as under £35.

To all that offered help....

I eventually used quickformations.com Submitted this morning at about 
half past nine and had the paperwork emailed to me at about eleven.

Worked very well for me. :)

Boggy.

"Tim"  wrote in message 
news:A8udnWQnv_B1mhPbnZ2dnUVZ8sylnZ2d@bt.com...
>>> "Martin" wrote
>>>> I've mostly done the incorps for clients - saves them the
>>>> agency fees, loads of incomprehensible documents and the
>>>> "change of name" history record at CH. All pretty straightforward
>>>> stuff - all you need is an all-encompassing MofA, Table A
>>>> tweaks in the AofA, Ctrl+H in word for next Coy name and
>>>> then either clients' or my tame solicitor to "witness" form 12.
>>>
>> "Tim" wrote
>>> Isn't this even easier? :-
>>> http://www.quickformations.com/
>>
>
> "Martin" wrote
>> No.
>
> You're kidding....!!
>
> NO witnessing needed, NO (paper) form-filling, NO change
> of Co Name needed, and all from as little as under £35.
>

???

£34.99 plus vat is not "under £35".

How will the bank (and others) take to home-printed Cert of Inc?

What do the AofA say about AGMs, audit requirements, conditions of share 
xfrs, members agreement, resolutions without meetings, etc?

What help do you get with issuing the number of shares you want to issue. 
Can they offer,say, 120 shares @ 10p?


If it's too good to be true... etc

But each to their own.

-- 
Martin
[ remove barrier to reply ]

Bogwitch wrote:

> To all that offered help....
> 
> I eventually used quickformations.com Submitted this morning at about 
> half past nine and had the paperwork emailed to me at about eleven.
> 
> Worked very well for me. :)
> 
> Boggy.

Update:

On checking the documentation, My certificate of Incorporation says that 
the company was given at Companies House, Cardiff.

Some questions WRT displaying company details on stationary, etc.

If the company was registered in Cardiff but I live in the England, do I 
put 'Registered in England', 'Registered in Wales' or 'Registered in 
England and Wales'?

Do I have to put the company number and registered address on the 
business cards? It wouldn't leave much room for anything else! :-)

Can I put the company number and registered office address in just one, 
conspicuous contact page or does that information need to be on every page?

Thanks for all the help so far!

Boggy.

Martin wrote:

> £34.99 plus vat is not "under £35".

True, it totalled £38.49. Not too bad, with the time it would have taken 
to get all the signatures etc. sorted out I think it was worth the 
little extra.

> How will the bank (and others) take to home-printed Cert of Inc?

I'll let you know. :)

> What do the AofA say about AGMs, audit requirements, conditions of share 
> xfrs, members agreement, resolutions without meetings, etc?

Lots of stuff. :) Is there something specific I should be looking for?

> What help do you get with issuing the number of shares you want to issue. 
> Can they offer,say, 120 shares @ 10p?

I was certainly given the opportunity to specify a number of shares and 
select a currency. I can't remember if it allowed me to select pence 
rather than pounds though. The default was 1000 x £1 shares, I changed 
it to 100 x £1.

> If it's too good to be true... etc

It wasn't too got to be true, I could have done it cheaper if I did the 
work myself. That said, if I wanted cutomised MofA and AofA rather than 
the free ones I got from innovateurs.com I'm pretty sure the legal 
assistance required would have taken it well over what I paid.
If I find I'm having problems with the home printed certificate, I hope 
there will be some mechanism for ordering a 'proper' one.

> But each to their own.

Every day's a schoolday.

Boggy.

>>> "Tim" wrote
>>>> Isn't this even easier? :-
>>>> http://www.quickformations.com/
>>
>> "Martin" wrote
>>> No.
>>
> "Tim" wrote
>> You're kidding....!!
>>
>> NO witnessing needed, NO (paper) form-filling, NO change
>> of Co Name needed, and all from as little as under £35.
>>
"Martin" wrote
> How will the bank (and others) take to home-printed Cert of Inc?

I've never had a problem, even with two separate
banks - and even sending them photocopies of Cert!

Anyway :-
http://www.quickformations.com/site/how_to_form_a_limited_company.qmd
"Important:
There is quite a common misconception about Certificates of Incorporation
that are issued through electronic filing, one which even the larger banks
have not got to grips with yet. Over 80% of all companies formed in the
UK are done so using Electronic Filing and this percentage is growing.
Companies House do not issue a hard copy certificate for companies
that are formed using this method, and instead issue an encrypted PDF
version of the certificate. This PDF document is the original certificate,
but should you wish to have a hard copy Companies House issue guidelines
on how these should be printed. They state that the PDF certificate
must be printed on to 160gram Ivory card. This card can be purchased
from most good stationery stores, and in fact we get ours from Staples."

"Martin" wrote
> What do the AofA say about AGMs, audit requirements, conditions
> of share xfrs, members agreement, resolutions without meetings, etc?

Standard stuff, with some expected additions for small companies.
You can always change them afterwards if you really want to!

"Martin" wrote
> If it's too good to be true... etc

It isn't "too good to be true".  Simply very convenient...

Bogwitch wrote:

> If the company was registered in Cardiff but I live in the England, do I
> put 'Registered in England', 'Registered in Wales' or 'Registered in
> England and Wales'?

You can put any of the above.  All English companies are registered in
Cardiff.

Jonathan Bryce wrote:

> You can put any of the above.  All English companies are registered in
> Cardiff.

Thanks Johnathan!

Paul.