How to form a Company within Company Formations

Introduction

This topic explains how to ‘form a company’ using Company Formations.

• All users must have the Xerox Phaser printer Driver installed – please refer to the guide,  How to Install the Xerox Phaser 5550B Printer, which is available on the IRIS website under the Customer Support section.

Click the links below to jump to a particular section:

Step 1 – Involvements

Step 2 - Share Capital

Step 3 - Edit memorandum and Articles

Step 4 - Authentication Data Screen

Step 5 - Contracts and E filing

1. From the Company Formation toolbar menu select, Client | New

The following screen displays.

2. The Create a new client to be added to the database option will be selected. The details need to be entered manually. Click Next.

The following screen displays.

3. Complete the required fields as follows:

Business name - Enter the name of the business. Enter a shortened business name in this field if it exceeds the 40 characters limit.

• When the business is set up enter the Full business name or trading name using the Edit Names option on the Business Client Maintenance screen.
  
  When forming new companies, select Check Name - A 'same as' company name search will be performed automatically using Companies House Online Service. The results will give an indication as to whether a name is available for registration with Companies House using 'same as' rules under the Companies Act 2006.
  
  If there is no exact match, the message below displays:

This option will display where a valid Company Formations license exists. For further details, please refer to The Company and Business Names Regulations 2009.

Type of business – Select Limited Company, Limited by Shares.

• Only Companies Limited by Shares can be electronically filed.

Address - Enter the business address in this field. This will be marked as the main, registered office and billing address. Alternative addresses can be added within Client Maintenance after initial setup is completed.

• To use the address from another client on the database, leave the address field blank and tick OR address is shared and enter the identifier of the client whose address you wish to share in the with client field. Click the magnifying glass to display a list of clients. If two entities have the same address and the address is altered for one entity the shared clients address is automatically updated.

4. Click Next.

The following screen displays.

5. Click Next.

The following screen displays.

• This screen displays the basic details just entered for the new client. To amend any of the details select Back to return to the previous screen.

6. Click Finish.

The following screen displays.

7. Enter a Client Identifier and click OK.

The following screen displays.

8. Click Yes.

The following screen displays.

9. Click New.

The following screen displays.

10. Click the magnifying glass next to the Director field. This will bring up a list of clients already setup in IRIS.

11. Select the identifier of the director joining.

• If the person does not appear in the list, create a new person by clicking New on the client list.

12. Click Select.

13. Enter the date of the appointment in the From field (this should be the date of incorporation. For example, today’s date).

14. Enter the Account order as 1.

15. Enter the Occupation of the Director and his/her Company Reference in the relevant fields.

16. Select the Service Address of the Director from the drop-down menu.

17. Click OK.

The following screen displays.

• This takes you back to the client involvement screen. You can now see the Director is attached to the business. To add more than one Director to the company, select New and follow steps 8 to 17.

18. Select the Secretary tab, if required and follow steps 8-15.

19. Click Close.

The following screen displays.

20. Click Yes.

The following screen displays.

21. Ensure today’s date is entered in the On field.

22. Click the drop-down menu next to the Application delivered by and select Subscriber or Agent.

• If the application was delivered by the Agent, a Corporate Representative is required. Click the magnifying glass to display a list of staff members, select as appropriate. If a Corporate Representative is not selected at this stage users will be prompted to enter one during the Incorporation process.

23. Ensure Launch Formation Wizard on exit is enabled; this takes you through a step by step process to ensure all the required data is present to successfully form a company. Click OK.

The following screen displays.

24. Click Register.

The following screen displays.

• The screen summarises the basic company details entered so far; the details required to incorporate the company. Click View Client to amend or add details about the company.

25. Select Electronically Incorporate and click Next.

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Step 1 – Involvements

The following screen displays.

• This screen summarises the director(s) and secretary(s) set up so far for this company. To add or amend the details of the appointments click Involvements.

1. Click Next.

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Step 2 - Share Capital

The following screen displays.

1. Enter Share Type name. For example, Ordinary.

2. Enter Authorised Number of shares. For example 100 (Optional).

3. Enter the Nominal Value of the shares. For example, 1.00.

4. Enter the Number of Shares to be issued to the director in the relevant field.

5. Click Create.

• If there is more than one share type being issued or the subscribers are not the directors or secretaries, select Share Register to enter the share types and the Voting Rights for the Share Type, subscriber share issue and specify the subscribers.

6. Click Share Register.

The following screen displays.

7. Select the Share Types tab | View

8. Select the Rights tab.

9. Enter the Voting Rights/Prescribed particulars for the share type.

10. All three fields should be completed for:

    • Particulars of any voting rights, including rights that arise only in certain circumstances.

    • Particulars of any rights, as respects, dividends, to participate in a distribution.

    • Particulars of any rights, as respects capital, to participate in a distribution (including on winding up); and whether the shares are to be redeemed or are liable be redeemed at the option of the company or the shareholder and any terms or conditions relating to redemption of these shares. The content must be clear and detailed and NOT just general statements such as “full” “pari passu” or “see Articles of Association”. For more guidance on the information required by Companies House see their website.

    • Examples of wording that will be accepted by Companies House can be found on the Companies House website under the Frequently Asked Questions.

11. Click Save, Cancel and Close

12. Click Next.

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Step 3 – Edit Memorandum and Articles

The following screen displays.

• The IRIS default wording for the Memorandum and Articles is the IRIS standard which includes the Memorandum of Association with multiple object clauses and Short Form Articles of Association.
  
  Other template versions of Memorandum and Articles of Association can be applied to the client if they are set up under Setup | Memorandum and Articles Defaults. Select Apply Default Values to choose other versions.
  
  Date of Agreement/Signature - The date of agreement/signature of the Memorandum and Articles of Association defaults to be the date as logged for the date of the company being formed. If the Agreement date is not the default, select Agreement Date to change it.
  
  Warning: If individual alterations are required to the Memorandum and Articles of Association for this client they must be made outside the formation wizard by selecting Edit | Memorandum and Articles in Company Formations.

1. Click Next.

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Step 4 – Authentication Data screen

The following screen displays.

1. Click Edit to enter the required Company Authentication Code for the company or leave blank for Companies House to allocate a code for you.

2. Click Authentication to enter or alter details for officers requiring authentication data.

• The officers will be listed in the table at the bottom of the screen if the personal data is missing. The member will be highlighted in RED. Highlight the officer, select View and complete any three of the seven fields. Click Save and Close.
  
  Personal Authentication Data is ‘personal data’ specific to directors, secretaries, shareholders, solicitors and the agent of a company. This information has to be submitted to Companies House for electronic filing; the use of this data replaces the need for signatures on forms submitted to Companies House when submitted electronically.

3. Click Next.

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Step 5 – Contacts and E-filing

The following screen displays.

1. Click Edit to choose who should be the contact stipulated on forms submitted to Companies House for the client.

• Use system options is selected by default and uses the contact specified in Setup | Form Options | Presenter Information. Alternatively, deselect Use system options to specify a contact for which queries should be addressed to for this client only, using the options available.

2. Click Finish.

The following screen displays.

3. Ensure Electronically Incorporate is selected.

Same Day Incorporation

If form is submitted before 3:30 pm Companies House will aim for the company to be incorporated before the end of the working day; the fee payable, however, is higher, please refer to the following link for further details, Companies House .

Memorandum and Articles

To be sent with the submission. If ‘Use Memorandum and Articles in IRIS’ is selected the default will be the IRIS version. Please refer to Step 3 - Edit Memorandum and Articles for more details.

Use external document

If selected, the path must be specified by clicking on the magnifying glass to specify the location of the document. A selection should be made of External Articles the default for which is Bespoke Articles.

Include Supporting Data

Select this option for either a Sensitive Name OR Same As Name are available.  This should only be ticked if the proposed company name is considered to be sensitive or the same as a name already registered as per rules under Companies Act 2006, for further details. Please refer to  Companies House

4. Click Print Form.

• If there is any missing information that is required on formation, warnings messages display when the IN01 form is being generated. Jointly held shareholding cannot be created on formation. If there is a joint member created as a subscriber, a warning is generated on submission as follows:

The following screen displays.

5. Click Yes to finalise the Memorandum and Articles of Association.

• The IN01 form will be generated on screen.

6. Click No if amendments are required.

The following screen displays.

7. Click Yes if a log is required in communication tracking or No if a log is not required.

The following screen displays.

8. Click Yes to send details electronically to Companies House.

Once accepted by Companies House users will get a submission number to confirm companies’ house have received the information.

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