COMPANY LAW

(1) Liability of the shareholder is limited to their contribution of share capital to the company in the event of liquidation.

(2) The company name is registered  and cannot then be used by any other company. For a number of businesses, the name alone is one of their most important assets.

John Nolan & Co. specialise in the formation of Private Limited Companies, which is the form that most businesses incorporated under the Companies Acts 1963-1990 take. In order to form a Private Limited company, a number of documents must be prepared.

(a) The Memorandum of Association

The Memorandum of Association (Memos) must contain a number of details :

• The Company Name

• A Declaration as to Liability i.e. Limited

• An Objects Clause : A correct wording is crucial since the effect is to limit the powers of the company to activities authorised  by the Objects Clause. For this reason, it is wise to draft a clause which will cover current business activity and any other businesses which it may become desirable to carry on.

• A Capital Clause : This states the total value of shares which the company is authorised to issue (Authorised Share Capital) and the number of shares (e.g. 50,000 shares at £1 each)

• The Association Clause : This details the names, address and shareholding of each founding company member and states their desire to form a limited company.

These articles form the management rules of the company and are often taken in standard form from Table A of the 1963 Comapnies Act. This table however, can be amended if desired.

Incorporation then requires an application to the Registrar of Companies containing the Articles of Association and standard Companies Office forms stating company details, declaring compliance with the Companies Acts 1963-1990 and requesting registration.