The Companies (Registration) Regulations 2008

Made: 20th November 2008

Coming into force: 1st October 2009

The Secretary of State makes the following Regulations in exercise of the powers conferred by sections 8(2), 10(3), 11(2), 103(2)(a), 110(2)(a), 1167 and 1292(1)(a) of the Companies Act 2006¹.

Citation, commencement and interpretation

1

• (1) These Regulations may be cited as the Companies (Registration) Regulations 2008 and come into force on 1st October 2009.

• (2) In these Regulations “the Act” means the Companies Act 2006.

Memorandum of association

2

For the purposes of section 8 of the Act—

• (a) the memorandum of association of a company having a share capital shall be in the form set out in Schedule 1; and

• (b) the memorandum of association of a company not having a share capital shall be in the form set out in Schedule 2.

Statement of capital and initial shareholdings

3

For the purposes of section 10(3) of the Act, the statement of capital and initial shareholdings shall contain the name and address of each subscriber to the memorandum of association.

Statement of guarantee

4

For the purposes of section 11(2) of the Act, the statement of guarantee shall contain the name and address of each subscriber to the memorandum of association.

Form of assent for re-registration of private limited company as unlimited

5

The form set out in Schedule 3 is the form prescribed for the purposes of section 103(2)(a) of the Act.

Form of assent for re-registration of public company as private and unlimited

6

The form set out in Schedule 4 is the form prescribed for the purposes of section 110(2)(a) of the Act.

SCHEDULE 1 — COMPANY HAVING A SHARE CAPITAL

SCHEDULE 2 — COMPANY NOT HAVING A SHARE CAPITAL

SCHEDULE 3 — Form of assent for re-registration of private limited company as unlimited

SCHEDULE 4 — Form of assent for re-registration of public company as private and unlimited

Signed

Ian Pearson — Economic and Business Minister, — Department for Business, Enterprise and Regulatory Reform — 20th November 2008

Explanatory note

(This note is not part of the Regulations)

EXPLANATORY NOTE

The Companies Act 2006 (c.46) makes changes to the form of a company’s constitutional documents. The Companies Act 1985 (c.6) and the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)) both require a company to include a substantial amount of information in its memorandum of association and allow a company’s constitutional rules to be divided between its memorandum and articles of association. Under the Companies Act 2006 all the constitutional rules will be contained in the articles of association; the memorandum of association will be a much shorter document.

Regulation 2 prescribes the form of the memorandum of association required under the Companies Act 2006. The forms in Schedules 1 and 2 serve the limited purpose of providing evidence of the intention of each subscriber to form a company and become a member of that company and, in the case of a company that is to have a share capital on formation, to take at least one share.

Regulations 3 and 4 prescribe the information required to be contained in the statement of capital and the statement of guarantee to identify each subscriber to the memorandum of association. This is the name and address of each subscriber.

Regulations 5 and 6 prescribe the forms of assent for re-registration of a private limited company as an unlimited company and re-registration of a public company as a private and unlimited company.

Footnotes