Three fundamental Incorporation Requirements

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If you and your business are seeking incorporation - registering as a limited company with Companies House - there are three formal requirements that you must meet in relation to your application and registration:

1. Every company must have a registered office, which must be a physical location where notices, letters and reminders can be delivered to the company. Your registered office does not need to be the place where your company carries out its day-to-day business so it could, for example, be your accountant's address. If the address is not effective for delivering documents, the company could risk being struck off the register or wound up by a creditor.

If any person you deal with in the course of your business requests in writing the address of your registered office, or the location where they can inspect your company records, or details of the records that you keep at your registered office, you must respond within five working days.

When you apply to incorporate your company you must state whether your company's registered office is to be situated in England and Wales, in Wales (a "Welsh" company), in Scotland or in Northern Ireland. The address of your registered office must also be in the same country as its situation.

2. You have a Memorandum of Association which confirms you and your other subscribers' intention to form a company and become members of that company on formation. In the case of a company that is to be limited by shares, the memorandum will also provide evidence of your members' agreement to take at least one share each in the company.

Under the Companies Act 2006, the memorandum is a much shorter document because all the constitutional rules of the company are contained in the Articles of Association. Consequently, the memorandum serves a more limited purpose and once the company has been incorporated, it cannot be amended.

3. Your company's Articles of Association are your internal rulebook, chosen by your members. Every company is required to have articles, which are legally binding for the company and all of its members. The articles help to ensure the company's business runs as smoothly and efficiently as possible and will set out how decisions are taken by the members and directors, as well as various matters connected with the shares.

The articles cannot contain rules that are against the law. Provided your members observe this general principle, they have complete freedom to choose which rules are included in the company's articles, although they may find it convenient to rely on model articles as a default position. If your members decide to draw up their own rules as bespoke articles they may wish to obtain professional advice before proceeding. On incorporation, your company can adopt model articles in entirety, model articles with amendments or it can draft its own bespoke articles.