by: david-james

companies

a man personates an incorporated company and refers to a piece of paper as evidence that it exists; the paper certificate exists, but the company does not; it is that simple;

scopecompany on this page means an incorporated company or body corporate under the Companies Act 2006; it does not concern the ordinary use of the word for man kind gathered together;

what is maderegistration is said to bring a company into existence; registration is the making of a paper document; what you bought is a piece of paper;

if there was no man to personate a company, nothing corresponding to a company would remain;

Oxford English Dictionary headword for Personate, verb. Oxford English Dictionary definition of personate, verb, sense 6: to represent vicariously or officially, stand in the place of.
OED 1933, Volume VII, page 728; personate, v., sense 6;
Oxford English Dictionary entry for Prosopopey, with the 1577 quotation: those are brought in to speake that do not speake.
OED 1933, Volume VIII, page 1493;

what actually happensman kind deliver an application, memorandum, and statement of compliance, on paper or electronically; a man using the registrar role records those documents and makes another document called a certificate of incorporation; on it are a name, registered number, incorporation date, company type, and registered-office jurisdiction; it is a piece of paper;

the resultthe certificate exists; the register exists; the words and legal rules exist; the company does not exist; proof that a name was registered is not proof that the company exists;

sense and non sense

working useon this page, non sense names a sentence where the entity is never present, and can not be found with any sense;

the name can be read; the certificate can be seen; the register can be stored; the company does not exist, it is non sense;

cause never leaves the man

man kind may use a legal rule to attribute consequences to the body corporate under a registered name; that use does not transfer the physical cause of a deed from man kind to another being; when a man personates a company, it is a man who does the deed, and that deed it personation;

“the company decided”
a man personated the company;
“the company signed”
a man personated the company;
“the company knew”
a man personated the company;

false dealing

the boundaryan openly understood company-name may be personated; this can be by agreement, but once noticed, repeted use moves it towards deceit;

the non sense begins when words present the name as though an independently existing being did a deed; personation of a company may hide the cause, yet it is always a man;

a man does deceit when he knowingly uses an untrue statement, false appearance, or a concealed fact with the purpose that another man be misled; where he uses the deceit to seek gain, payment, compliance, control, something not due, and the result is hurt, damage, or loss, the wrong is fraud; without remedy, the wrong will become trespass; see fraud;

conclusion: non sense

companies do not exist;

remove the minds conceiving the company and the records describing it, and nothing remains that could be the company;

a record exists in the natural world, written on a piece of paper; no company exists there; a company can never be present, it is non sense; cause never leaves the man;

evidence ledger

the source record, legal effects, and supporting distinctions are kept below; they do not alter the observable sequence stated above;

formation, registration, certificate, and register

the following is the source record in the current Companies Act 2006; it is kept separate from the conclusion drawn on this page;

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;

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;

the distinctionregistration produces the legal status and consequences written by man kind; the Act does not describe the appearance of another living or physical body;

what the record does and does not create

before registration there are man kind, documents, computers, and other material things; after registration the observable world contains the delivered records, a certificate or its electronic record, man kind, and material things; no additional living body appears;

sections 7 to 16 record persons, names, subscription, delivery, registration, certification, and legal effects; they do not record the birth or appearance of another being; no company-body begins to breathe, no company-mind begins to think, and no company-voice begins to speak;

section 16 describes subscribers and later members as a body corporate by the registered name; that is an imaginary body, not a body in nature;

Companies House, Blackstone, and court records

in a guide published by Companies House, man kind describe incorporation as registration of a limited company, call the company a legal entity with a separate identity, and write that incorporation has no legal effect until the certificate is issued; man kind also record documents, names, officers, addresses, statements, checks, and entries on the public record;

devised

William Blackstone, a man, wrote in Commentaries on the Laws of England, Book I, star page 123, that artificial persons are “created and devised by human laws for the purposes of society and government” and are called corporations or bodies politic;

the words record man kind devising a construction; they do not record another natural being;

fiction

in Prest v Petrodel Resources Ltd, [2013] UKSC 34, paragraph 8, Lord Sumption writes that separate corporate personality and property are:

“sometimes described as a fiction, and in a sense it is”;

he also records that the fiction is foundational to English company and insolvency law; legal effect does not turn the fiction into a natural being;

non-natural

in Jetivia SA v Bilta (UK) Ltd, [2015] UKSC 23, paragraphs 180 and 183, man kind wrote this warning:

“avoid the dangers of ascribing human attributes to a non-natural person such as a company”;

the same reasons explain that a company operates only through acts of officers, employees, and agents;

treated and attributed

in Lifestyle Equities CV v Ahmed, [2024] UKSC 17, paragraphs 34 to 37, man kind wrote that a company is “treated in law” as a separate person and explained the rules by which deeds of individuals are attributed to it;

attribution does not make the deed cease to be the deed of the individual who actually did it;

  1. a man or woman does the deed
  2. man kind use a rule to attribute the deed and legal consequences to the body corporate under the name
  3. the attribution does not erase or transfer the cause
contracts, signatures, and natural person

even the Act points to man kind

  • section 43 permits a contract to be made on behalf of a company by a person acting with authority;
  • section 44 provides for a document to be signed on behalf of a company by authorised signatories or by a director before a witness;
  • section 51 generally puts a purported pre-formation contract upon the person who purported to act;
  • section 155 requires at least one director to be a natural person;

sources

see fraud see law see Acts see Crown
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