Incorporation Checklist

Professional Company Secretarial Solutions

Our online system will guide you through the necessary steps to incorporate your company and our experts will be there to support you as required. If you find that you don’t have all the information you need, you can save the information and come back to it, but to speed things up, we have set out below the information you will need to incorporate a private company limited by shares.

Company Name

You need to have a unique company name that is available and doesn’t infringe any of the restricted words. You can use our free company name checking facility to search for other similar names and we have provided a guide on naming your company which you can find here.

Registered Office

Every company needs to have a registered office in the country of incorporation (generally England and Wales when forming with Elemental CoSec). This must be a real address (not a post code) that can be found on the Post Office system, as Companies House will check this. Elemental CoSec can provide a registered office in central London WC1 if desired.

Directors

You will need to provide details of each of the directors, one of whom must be an individual. You do not need to have their signature, but you do need to know that they have consented to act.

For each individual director you will need the following information:

  • Forename
  • Surname
  • Country of Residence
  • Nationality
  • Date of Birth
  • Occupation
  • Usual residential address (will not appear on the public register)
  • Service address
  • Electronic signature (see below)

For each corporate director you will need the following information:

  • Full legal name
  • Registered number
  • Country of registration
  • Service address
  • Full name of an individual authorised to act on behalf of the corporate
  • Electronic signature of the authorised person (see below)

If the corporate director is an entity incorporated outside of the European Economic Area (EEA), then you will also need the governing law of the entity and details of its legal form.

Company Secretary

A private company is no longer required to have an appointed company secretary, though it may choose to do so. As with the directors, you do not need the signature of a company secretary, but you do need their consent to act. For an individual who is going to be appointed as the company secretary, you will need the following information:

  • Forename
  • Surname
  • Service Address
  • Electronic signature (see below)

For a corporate company secretary, you will need the following information:

  • Full legal name
  • Registered number
  • Country of registration
  • Service address
  • Full name of an individual authorised to act on behalf of the corporate
  • Electronic signature of the authorised person (see below)

If the corporate company secretary is an entity incorporated outside of the EEA, then you will also need the governing law of the entity and details of its legal form.

Shareholders

As with the directors and company secretary, you do not need the signature of a shareholder to incorporate the company, however you do need their consent to become a shareholder. The main reason for this is that they are taking on the liability to pay the subscription price for the share(s).

For each shareholder who is an individual, you will need the following information:

  • Forename
  • Surname
  • Service Address
  • Number of shares they will hold
  • Electronic signature (see below)

For each shareholder that is a corporate, you will need the following information:

  • Full legal name
  • Registered number
  • Country of registration
  • Service address
  • Number of shares they will hold
  • Full name of an individual authorised to act on behalf of the corporate
  • Electronic signature of the authorised person (see below)

If the corporate shareholder is an entity incorporated outside of the EEA, then you will also need the governing law of the entity and details of its legal form.

Electronic Signature

Rather than obtain a physical signature from a director, company secretary or shareholder, indicating the consent to take on the relevant role, it is now possible to obtain an electronic signature. This carries out the same role as the physical signature and is made up of three pieces of information as follows:

Only three of the following are required

  • Town of birth (first three letters)
  • Mother’s maiden name (first three letters)
  • Eye colour (first three letters)
  • Telephone number (last three numbers)
  • National Insurance number (last three characters)
  • Passport number (last three numbers)
  • Father’s first forename (first three characters)

This information will form a nine character code combination that will be retained by Companies House, but will not appear on the public record.

Articles of Association

The articles of association are the governing rules of the company and its most important document.

If you have your own set of articles that you would like to use, then you will need these. Alternatively, you can choose to incorporate using the Model Articles or Elemental CoSec’s Precedent Articles. We will provide these free of charge if desired.

Elemental CoSec can also draft bespoke articles of association for those with particular needs.

Share Capital

In order to incorporate a company, you will need details of its proposed share capital and prescribed particulars. The most common position is for a company to have ordinary shares of £1 each which are fully paid. This is the default option on our system and will not require any further information from you.

If you would like to have a different class of share; multiple classes of shares, different prescribed particulars and/or partly/nil paid shares, then you will need to complete this information or you can discuss it with us and we will be happy to assist.