What do RMC's need to do to register their Company?

In order to set up your RMC as a company limited either by shares or guarantee, you will need to register with Companies House, which is an executive agency of the Department for Business, Innovation and Skills. This is a legal requirement in the UK and the process of incorporation can either be carried out online or by filling in paper versions of the required documents and sending them to Companies House by post or courier.

Companies House can offer help and information on the forms you will need to fill in and on choosing a company name. It can also offer general advice on the filing process, which is a legal requirement for all companies. However, it can’t form the company for you. You will either need to do this yourself or use a company formation agent, accountant or solicitor.

Before you register your company, you will first need to choose a name. This cannot be the same as that of another registered company and you can check the index of names by using the free Webcheck search service at www.companieshouse.gov.uk. Once you have chosen your name, you will need to complete the following:

  • Application to register a company (Form IN01)
  • Memorandum of Association; and
  • Articles of Association.

What is Form IN01?

This form asks for the following information:

  • the proposed name of your company;
  • whereabouts in the United Kingdom the company’s registered office will be located;
  • general details about the proposed company, including a list of names of the proposed officers, the director(s), and the secretary (if it has one). You will also have to state whether it is a public or private company and give your intended registered office address. This doesn’t have to be in your block but it must be a real address. Some companies use their accountant’s address as their registered office but wherever you choose, the directors are responsible for ensuring all notices, letters and reminders sent by Companies House or other organisations, businesses or individuals will be dealt with if they are sent there; and
  • a statement of capital and initial shareholdings or a statement of guarantee;

The form includes an application for a private company limited by guarantee to seek exemption from the requirement to use "limited" or "cyfyngedig" in the company name, although this will not be relevant to most applications.  There will also be a section requiring you to confirm you have requested and attached a copy of a statement of support from a government department or other body if your application includes a proposed company name which contains a prescribed or sensitive word. This is very unlikely to apply to RMCs. For more information, go to the Companies House website.

What is the Memorandum of Association?

This confirms your intention to form a company.  It contains the names and signatures of the people who are forming the company and for companies limited by shares a commitment is given that each subscriber will take at least one share. A pro forma memorandum can be downloaded from the Companies House website.

What are Articles of Association?

These are the rules by which your company will be run. Every company formed under the Companies Act 2006 will have these articles of association which are generally referred to simply as "articles". They are designed to ensure the smooth and efficient operation of your company and to set out how the company will take decisions. They also include rules on how shares are dealt with. Every company is required to have articles and they are legally binding on the company and its members - as a result they cannot include rules that are against the law. Beyond that, it is entirely up to you to set your own rules, although the majority of companies, especially small ones, rely on model articles rather than draw up their own. If you do decide to set out your own rules, you should first consider taking professional advice.

A range of model articles are available from the Companies House website.

When you fill in Form IN01 you will need to state whether your proposed company is adopting:

  • model articles in their entirety (copy of the articles not required);
  • model articles with amendments (copy of the amended articles as amended must be sent with the IN01but need not include the text of provisions of model articles that are adopted without amendment); or
  • bespoke articles (copy of the articles must be sent with the IN01).

If you don’t indicate which type of articles you will be using, Companies House will automatically apply the model articles they consider appropriate to your company type.

How much will it cost me to form a company?

The cost of incorporation is slightly different depending on which filing method you choose. For electronic filing, the standard registration fee is £15 and for paper filing it is £20.

For a £50 fee, you can use the ‘Same Day’ incorporation service which lets you register your company on the day your documents are received. This only applies if they are delivered by courier or by hand to Companies House by 3pm between Monday and Friday. This doesn’t apply to postal deliveries, although Companies House does promise to register applications on the day they receive them whenever possible.  To take advantage of this service, make sure you clearly mark the envelope containing your documents ‘Same day incorporation’. For £30, the same service applies to electronic filing. Standard documents should be processed within 5 days of receipt.

Cheques should be made payable to Companies House and RMCs should note that electronic applications are processed faster than those filed on paper.

Filing your forms

Go to the companies House website for more information on how to send your application electronically. If you prefer to file paper documents you should send them, together with the relevant fee, to Companies House as follows:

  • For companies with a registered office in England or Wales:  New Companies Section, Companies House, Crown Way Cardiff CF14 3UZ
  • For companies with a registered office in Scotland: Companies House, 4th Floor Edinburgh Quay 2, 139 Fountainbridge, Edinburgh EH3 9FF; and
  • For companies with a registered office in Northern Ireland: Companies House,  2nd Floor The Linenhall, 32-38 Linenhall Street, Belfast BT2 8BG

And finally...you’ve formed a company

If all your documentation is correct and the company name you have chosen is acceptable, your incorporation documents will be registered and you will be issued a certificate stating that the company is incorporated. If you choose to file your documents electronically, your certificate will be issued via the internet.

This certificate is proof that you have met the requirements of the Companies Act 2006 and that your company is registered under the Act. The certificate will state:

  • the name and registered number of the company;
  • the date of its  incorporation;
  • whether it is a limited or unlimited company, and if it is limited whether it is limited by shares or limited by guarantee;
  • whether it is a private or a public company; and
  • whether the company’s registered office is located in England and Wales, Wales, Scotland or in Northern Ireland.

The certificate must be signed by the registrar or authenticated by the registrar’s official seal.

All the documents you need for company formation can be obtained from a legal stationers or a company formation agent for around £30. For more information on all aspects of company formation go to www.companieshouse.gov.uk