^by: david-james

formation

section 7 says one or more persons form a company by subscribing their names to a memorandum and complying with registration requirements; section 9 requires the memorandum, application, accompanying documents, and statement of compliance to be delivered to the registrar;

registration and certificate

section 14 directs the registrar to register the delivered documents when satisfied that the requirements are met; section 15 directs the registrar to give a signed or sealed certificate stating the name, registered number, incorporation date, whether limited or unlimited and, if limited, whether by shares or guarantee, whether private or public, and the registered-office jurisdiction; the certificate is written as conclusive evidence that the registration requirements were met;

legal effect

section 16 gives registration its effects from the date of incorporation; it describes the subscribers and later members as “a body corporate by the name stated in the certificate of incorporation” and gives that body the functions of an incorporated company;

source boundaryfor the Companies Acts, in section 1173 it is written that “body corporate” and “corporation” do not include a corporation sole; body politic is not the opposite category and its historical or political use depends upon context; see the full distinction and examples;

the register

section 1080 requires the registrar to keep information from delivered documents and issued certificates; those records are collectively called the register, and information may be kept electronically;

statutory form

in section 1, man kind wrote of a new form of legal entity, described it as a body corporate with legal personality separate from its members, wrote that it has unlimited capacity, and wrote that ordinary partnership law does not apply except where this Act or another enactment provides otherwise;

incorporation and certificate

in section 2 it is written that two or more persons associated for lawful business with a view to profit subscribe an incorporation document and deliver the document and required statements and information; in section 3 it is written that the documents are registered and a certificate is given; the certificate is conclusive evidence of compliance with section 2 and incorporation by the recorded name;

members and agreement

in section 4 it is written that the subscribers are the first members and that another person may become a member in accordance with an agreement with the existing members; in section 5 it is written that the mutual rights and duties are governed by agreement or, where no agreement covers the matter, by provisions made in regulations;

agency and liability

in section 6, man kind wrote that every member is the agent of the LLP; in subsection 6(2) it is written that the LLP is not bound in the stated absence-of-authority circumstances; in subsection 6(4) it is written that, where a member is liable to a person other than another member as a result of his own wrongful act or omission in the course of the LLP business or with its authority, the LLP is liable to the same extent;

designated members and identity record

in section 8 it is written how designated members are recorded and that every member becomes designated if there would otherwise be fewer than two; in the current Companies House LLP guide, updated 1 February 2026, man kind record the additional filing duties and current identity-verification requirements, including verification of individual members;

company, partnership, and insolvency rules

in section 14(1) it is written that regulations shall apply or incorporate the specified insolvency and winding-up law with appropriate modifications; in section 14(2) and section 15 it is written that regulations may apply, exclude, or modify other insolvency, company, corporation, or partnership rules; the Companies House guide records partnership-style organisation and taxation while distinguishing an LLP from an ordinary partnership and a limited company;

before 1844: company and partnership

in the National Archives guide to companies and businesses, it is recorded that before the Joint Stock Companies Act 1844 incorporation was possible only by Royal Charter or a private Act of Parliament, and that registration became the predominant method after 1844;

in ITH301 and ITH302, reproduced in HMRC’s International Manual, it is written that when income tax reappeared in 1842 there were few true trading corporations; man kind used partnerships or an “unincorporated company”, described there as a “half-way house between a corporation and a partnership”;

in ITH302 it is also written: “The word ‘company’ has no precise legal meaning and is still loosely applied to partnerships”; in the next sentence it is written that the tax definition then under discussion expressly excluded a partnership;

source boundarythe International Tax Handbook containing those words was withdrawn in October 2008; HMRC reproduce it for its historical account and company-residence guidance, so the quoted word still is not a fresh statement made in 2026 and the passage is not a current statutory definition;

1844: registry office and incorporation

in sections I, XIX, and XX of the Joint Stock Companies Act 1844 it is written that the provisions for registration officers and regulation of the office came into operation immediately upon the passing of the Act on 5 September 1844; the other provisions came into operation on 1 November 1844; man kind provided for appointment of a Registrar of Joint Stock Companies and attendance at the office;

in the official Companies House history, man kind record 1844 as its year of establishment and 13 Serjeant’s Inn, Chancery Lane, London, as its first location;

within the stated scope and exceptions, in section II the expression “Joint Stock Company” comprehended a partnership whose capital was divided into transferable shares without every copartner’s express consent and a partnership containing more than twenty-five members; in section XXV it is written that complete registration certified by the registrar incorporated the company, its then shareholders, and succeeding shareholders from the certificate date, without restricting shareholder liability;

1855: limited liability

in sections I and II of the Limited Liability Act 1855 it is written that a joint stock company meeting the stated conditions could obtain a certificate of complete registration with limited liability;

1856: general registered form

in sections II and III of the Joint Stock Companies Act 1856 it is written that seven or more persons associated for a lawful purpose could, by subscription to a memorandum and compliance with registration requirements, form an incorporated company with or without limited liability; section II excluded association for banking or insurance;

1862: consolidation and registration

in the preamble to the Companies Act 1862, it is written that the laws concerning incorporation, regulation, and winding-up of trading companies and other associations were to be “consolidated and amended”; in section 4 it is written that a gain-seeking company, association, or partnership exceeding the stated number could not be formed after commencement unless registered or otherwise incorporated within the stated exceptions;

in section 6 it is written that seven or more persons associated for a lawful purpose could form an incorporated company by subscribing a memorandum and complying with registration requirements; in section 18 it is written that registration made the subscribers and later members a body corporate by the memorandum name, with perpetual succession and a common seal;

1890: the partnership boundary

in section 1 of the Partnership Act 1890, partnership is defined as the relation between persons carrying on a business in common with a view of profit; in subsection (2) it is written that the relation between members of a company or association registered under the Companies Act 2006, or formed or incorporated by or under another enactment, letters patent, or Royal Charter, is not a partnership within that definition;

1896, reported 1897: company and subscribers

in the judgments delivered in Salomon v A Salomon & Co Ltd [1896] UKHL 1, [1897] AC 22, it is written that after incorporation the company was “a different person altogether from the subscribers to the memorandum”; this records a legal consequence of incorporation and does not make every association called a company into a corporation;

current words: the context controls

for the Companies Acts, in section 1 of the Companies Act 2006, company means a company formed and registered under the stated current or predecessor provisions, unless the context otherwise requires;

for the Corporation Tax Acts, in section 1121 of the Corporation Tax Act 2010, company means a body corporate or unincorporated association but expressly excludes a partnership and the other listed bodies; for the particular contract exclusion in Schedule 1, paragraph 1(d), of the Unfair Contract Terms Act 1977, company is instead given a meaning that includes a partnership;

source boundaryeach definition operates within its stated provision and context; the special inclusion of a partnership in one provision does not make every partnership a company or an incorporated body;

1981: shelf companies recorded as sold

in Hansard for 19 October 1981 it is recorded that shelf companies were promoted by specialist firms and that persons acted as their directors until they were “sold and begin to trade”; this is documentary evidence of the practice by 1981, not its first year;

6 April 2001: LLP commencement

in article 2 of the Limited Liability Partnerships Act 2000 (Commencement) Order 2000 it is written that the Limited Liability Partnerships Act 2000 came into force on 6 April 2001; this establishes the commencement date, not the date of a first ready-made LLP sale;

seller and registrar

in the current HMRC record of off-the-shelf sales, the seller is recorded as a formation agent or other trust or company service provider, and the firm is recorded as already registered at Companies House before the customer buys it; sale and registration are recorded as different events;

1. Blackstone: royal consent and Parliament

in Commentaries on the Laws of England, Book I, chapter XVIII, star pages 472–474, Blackstone wrote that “none but the king can make a corporation”; he attributed incorporation in England to express or implied royal consent;

his express routes were an Act of Parliament and a royal charter; when discussing the parliamentary route, he wrote that “the royal assent is a necessary ingredient”; he also described Parliament incorporating classes of charitable foundations directly;

the common-law route rested on supposed concurrence of former kings, and the prescription route on a presumed former charter; these are the kinds of consent in his account; see the passages and distinctions in Blackstone and the delegated incorporation passage;

2. 1844: the registrar and the Privy Council

in section III of the Joint Stock Companies Act 1844, the Committee of Privy Council for Trade was identified as the Lords of the Committee of Her Majesty's Privy Council concerned with trade and plantations;

in section XIX, provision was made for that committee to appoint the registrar, retain him at its pleasure, and regulate his office; commissioners of Her Majesty's Treasury fixed remuneration;

in section XXV, incorporation followed the registrar's certification of complete registration; this is the historical administrative connection between the registration process and royal government;

3. 2006: enactment, appointment, and registration

in the enactment formula, the Queen, the advice and consent of the Lords and Commons, and the authority of Parliament are recorded; Crown-in-Parliament names that constitutional arrangement;

in Hansard for 8 November 2006, the Speaker reported the reading of a commission under the Great Seal authorising royal assent to the listed Acts, including the Companies Act 2006;

in section 1060(2), appointment of the registrars is assigned to the Secretary of State; in Schedule 1 to the Interpretation Act 1978, Secretary of State means one of the sovereign's Principal Secretaries of State;

in sections 7–8 and sections 14–16, the subscription, registration, certificate, and resulting corporate status are recorded; for this route, royal participation occurs in enactment of the general scheme, which the registrar applies to individual formations;

4. annual filing, fees, and strike-off

in section 853A, provision is made for confirmation statements after each review period; in section 1063, provision is made for fees, with fees received by the registrar paid into the Consolidated Fund;

in section 1072, fee payment is among the proper-delivery requirements, subject to the registrar's acceptance power in section 1073; in Companies House guidance, the annual fee is payable with the first confirmation statement in a twelve-month payment period;

in section 1000, a registrar with reasonable cause to believe a company is no longer carrying on business or in operation may pursue strike-off through the specified inquiry and notice procedure; dissolution follows publication of the final notice in the Gazette;

these are continuing requirements and enforcement powers; a missed annual payment alone does not automatically dissolve a company or disqualify its director;

5. disqualification of a director

in section 3 of the Company Directors Disqualification Act 1986, provision is made for a judge to make a disqualification order for persistent defaults involving specified company-law requirements, including filing duties;

the grounds and procedure concern the person against whom the order is sought; this is a separate proceeding from striking a company off the register; the recorded power is evidence of control over who may undertake company management;

6. property on dissolution and share ownership

in section 1012, remaining company property and rights are deemed bona vacantia upon dissolution and attributed to the Crown, the Duchy of Lancaster, or the Duke of Cornwall for the time being, as applicable;

property held by the company on trust for another is excluded; the provision is expressly subject to possible restoration of the company to the register;

shareholding is recorded separately: in section 16(5), subscribers become holders of the shares specified in the initial shareholding statement; the Crown property provision concerns dissolution and does not establish Crown ownership of every company throughout its operation;