Legal documents for limited company setup

Hello! I would be pleased to help you with the documents you need to set up a limited company. Setting up a company is known as incorporation, and in England and Wales, you do this through Companies House.

When you incorporate, there are public documents you must file, as well as private company documents you should keep behind the scenes to protect yourself.

Documents required by Companies House:

1. Memorandum of Association. This is a very short, standard legal statement signed by all the initial shareholders. It simply confirms that they want to form the company and agree to take at least one share each. If you register online, this is created automatically for you.

2. Articles of Association. This is the company rulebook. It sets out the rules for how the company is run, how decisions are made, and the rights of the shareholders and directors. You can write your own, but most new businesses simply adopt the standard default rules provided by the government, which are known as the Model Articles.

3. The application to register. If doing this on paper, it is called Form IN01, but most people do it through the Companies House online portal. This captures all the essential details, such as the company name, the registered office address in England or Wales, details of the directors, a statement of the initial share capital, and information about exactly who truly controls the business, known as Persons with Significant Control.

Private documents for your own records:

1. A Shareholders Agreement. If it is just you setting up the company on your own, you will not need one of these. However, if you are going into business with anyone else, this is completely vital. It is a private contract between the owners setting out what happens if someone wants to leave, if you disagree on a big decision, or if someone falls ill or dies. Having this in place saves a huge amount of stress and expense later on.

2. Directors Service Agreements. These are essentially employment contracts for the directors, setting out their duties, pay, working hours, and what happens if they need to be removed from the board.

3. Statutory Registers. By law, a company must keep official internal company books. These record the history of who has been a director, who owns the shares, and who the Persons with Significant Control are.

4. First board minutes. Once Companies House gives you your certificate of incorporation, your directors should hold a first board meeting or sign a written resolution to formally launch the company, issue the shares, and set up the company bank account. You should keep a written record of this.

Practical next steps:

1. Agree on the basics. Decide on your company name, who the directors will be, who will own the shares, and what your registered office address will be. The address will be on the public record, so you might prefer to use your accountant's address or a registered office service rather than your home address.

2. Check the Companies House website. You can use their free name availability checker to make sure no one else has already registered your ideal company name.

3. Decide on your filing method. You can set up the company yourself directly through the official government website for a small fee if you are confident with the forms. Alternatively, you can use a company formation agent or an accountant who can handle the electronic filing and provide you with all the initial internal registers and board minutes in one neat package.

4. Think about the future. If you are going into business with others, sit down and have a frank conversation about the difficult situations, and get a solid shareholders agreement drafted before the business starts trading.

Please let me know if you would like me to explain any of these documents in a bit more detail!