Registering a company | Lanbuk on the Law of Companies

In simple terms

A company comes into existence when the Commission registers it and issues a certificate of incorporation. This chapter follows the steps.

The documents

Section 32 lists the documents that must be delivered to the Commission for incorporation. They include the memorandum and articles and the other particulars the Act requires.

The Commission may require a subscriber to lodge a that he is not disqualified under section 17 from forming or joining in forming a company.

Registration

Under section 33 the Commission registers the memorandum and articles once it is satisfied that the requirements of the Act have been met.

The certificate and its effect

Section 34 says that on incorporation the Commission certifies under its seal that the company is incorporated and, for a limited company, that it is limited.

A body corporate: from the date in the certificate, the subscribers of the memorandum, and the other people who become members from time to time, are a body corporate by the name in the memorandum.

Seal and contracts

Section 60 says a company shall have a common seal, whose use is regulated by its articles. Section 58 deals with the form of company contracts, and section 62 with bills of exchange and promissory notes made on the company's behalf.

Before the company starts business

Section 183 requires a statutory meeting and statutory report in the cases it covers. Failing to deliver the statutory report or hold the statutory meeting is a ground on which the court may wind the company up under section 350.

Words and Latin in this note

Winding up: The process of ending a company's life: collecting and selling its assets, paying its debts and distributing any surplus, before dissolution. It may be by the court, voluntary, or subject to the court's supervision: section 343. Open the note.

Memory map

Registering a company

The certificate and its…

A body corporate

Key points

The memorandum, articles and required…
The Commission registers them if the Act has…
From the date on the certificate, the members…

More points

A company must have a common seal, regulated by…
Default on the statutory meeting or report is a…

Cases

Salomon v A Salomon and Co Ltd

Key terms

Statutory declaration

Take-home points

The memorandum, articles and required particulars are delivered to the Commission: section 32.
The Commission registers them if the Act has been complied with: section 33.
From the date on the certificate, the members are a body corporate by the company's name: section 34.
A company must have a common seal, regulated by its articles: section 60.
Default on the statutory meeting or report is a ground for by the court: section 350.