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Cheapest & Best Place for Company Formation? Need advice!

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  • Anastasia wrote: »
    What are the issues around sole member companies? I am planning on being the only director - no secretary.

    Also I am bit confused about shares authorised and issued. To set up my dormant company how many should be authorised and how many issued? How do you decide?

    Thanks, Ana


    You are permitted to have sole member companies under section 7 of the Companies Act 2006.
    There are 4 important sections for sole member companies under the Companies Act 2006.
    • S.123
    - must enter a note in the company registers that the company is a sole member and a note stating the date when it no longer is a sole member company if any new members join
    - breach means a fine not exceeding level 3 and daily fines of 1/10th a level 3 fine for continued contravention
    • S.231S
    - if the company enters into a contract with the sole member then a written record of the agreement must be kept
    - failure could mean a fine not exceeding level 5
    • S.318 (1).
    - quorum is 1 when there is only one member! Most Articles will specify 2.
    • S.357
    - must keep written records for the company of all decisions taken that would require passing at a general meeting.
    - failure to do so does not affect the validity of the decision
    - failure does mean you could face a fine not exceeding level 2.

    Hope that clarifies.
  • Hope that clarifies.

    OMG. Now I am worried. I only want a dormant company to protect the name. Is it possible to use these online formation companies then in these circumstances?

    Thanks, Ana
  • Vomityspice
    Vomityspice Posts: 637 Forumite
    Part of the Furniture Combo Breaker
    You can use a formation agent.

    However, just make sure they know it is a sole
    member company. That way they should sort out your Articles of Association correctly.

    Ring them and discuss. It's not that rare that they won't know what you are talking about!
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