Company law I 2008 2009 semester one lecture outline I an overview of our company Law Course

particulars of directors and secretary

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particulars of directors and secretary signed by subscribers:

d address of registered office signed by the subscribers

e payment of prescribed fee
5. Duty of Registrar and effect of registration (CA 1985 ss 12 - 13):
a. Registrar must be satisfied that the statutory requirements are met and that the objects of the company are lawful (see R v Registrar of Companies; ex parte Bowen [1914] 3 KB 1161: R v Registrar of Companies; ex parte More [1931] 2 KB 197 (CA)

b. Subject to c. infra, certificate of incorporation issued by the Registrar on satisfactory completion of requirements is conclusive evidence to the world that the company has satisfied the statutory requirements (see Bowman v Secular Society [1917] AC 406 (HL).

c. Only the Crown can challenge lawfulness of incorporation: R v Registrar of Companies, ex p HM's Attorney General [1991] BCLC 476 [Lindi St Clair (Personal Services) Ltd aka “Miss Whiplash”].
6. On issue of certificate of incorporation (and on satisfying minimum capital requirement in the case of plcs), the company can start trading.
7. The following documents known as the "statutory books" must be kept at the company's registered office and be available for inspection.

a register of members ;

b register of charges;

c copies of instruments creating charges;

d minute book of General Meetings;

e register of debenture holders;

f register of directors and secretary;

g register of directors' share and debenture holdings in the company;

h copies of directors' service contracts.
8. The company's name must appear outside every office etc. where its business is carried on and all correspondence, invoices etc. must bear the company's name. Where these requirements are not complied with there is a possibility of criminal sanctions or of the officers of the company becoming personally liable.

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