Company Incorporation Questionnaire / Checklist

The document titled 'Company Incorporation Questionnaire / Checklist' is a comprehensive checklist that provides the basic information required to incorporate a company limited by shares and carry out any post-incorporation formalities. The document is of utmost importance as it ensures that all necessary information and steps are followed during the incorporation process.

 

The entire document is divided into several sections, each focusing on a specific aspect of the incorporation process. The first section is the general section, which includes questions regarding the proposed date of incorporation, the proposed name of the company, and whether the company will use a business name different from the company name. This section also outlines the business or activities that will be carried out by the company.

 

The next section is the share capital section, which requires information about the initial authorized share capital of the company and the denomination of each share. It also asks for details about any shares other than ordinary shares and the number and type of shares to be issued at the first board meeting.

 

The shareholder(s) section asks for information about the proposed shareholder(s) of the company, including their full name, address, and the number of shares to be held by each shareholder. It also asks if any shareholder is acting as a nominee for the ultimate beneficial owner.

 

The articles of association: shareholder(s) section focuses on any special quorum provisions for shareholder meetings.

 

The directors section requires details about each proposed first director of the company, including their full name, former names, nationality, residential address, and business occupation. It also asks for information about any other companies in which the director is or has been a director. Additionally, this section asks for details about the interest each director, their spouses, and children under 18 will have in the shares or debentures of the company, the holding company, and any other subsidiary.

 

The articles of association: directors section covers various aspects related to the directors, such as the number of directors, the appointment of alternate directors, retirement age, retirement by rotation, limits on borrowing power, authority to allot shares, casting vote of the chairman, quorum provisions, and permission for tele/video conference board meetings.

 

The articles of association: general section asks whether the company will have a full form of articles of association or a simplified form adopting the standard sample provided by the company house/registry. It also addresses pre-emption rights on the allotment and transfer of shares, control provisions for subsidiaries, and the intention to list the company on the stock exchange.

 

The secretary section requires details of the proposed secretary of the company, including their full name, former names, usual residential address, and qualification if the company is to be a public limited company.

 

The auditors and accounts section asks for information about the proposed auditors of the company, including their name, address, individual responsible, and professional qualification. It also asks if the auditors have been asked to act and specifies the first financial year of the company.

 

The elective resolutions section allows the company to make certain elections, such as disapplying provisions of the Companies Act, dispensing with laying accounts before a general meeting, dispensing with holding an annual general meeting, dispensing with the annual appointment of auditors, and changing the majority required to authorize a meeting at short notice.

 

The tax residency section addresses whether the company will be tax resident in the jurisdiction state and if it will be managed and controlled from the jurisdiction state.

 

The miscellaneous section asks for the name and address of the branch of the company's proposed bank, whether the bank has been informed, and if the necessary forms and documents required by the bank have been obtained. It also asks if the company will have a common seal, a book containing the statutory registers, a book of share certificates, and a minute book.

 

In conclusion, the 'Company Incorporation Questionnaire / Checklist' is a comprehensive document that covers all the necessary information and steps required for the incorporation of a company limited by shares. It ensures that all aspects of the incorporation process are properly addressed and followed, providing a solid foundation for the company's establishment and operation.

How to use this document?

To use the 'Company Incorporation Questionnaire / Checklist' document, follow the steps below:

1. Start by filling in the general section of the document. Provide the proposed date of incorporation and the proposed name of the company. If the chosen name is not available, provide an alternative name. Outline the business or activities that will be carried out by the company.

2. Proceed to the share capital section. State the amount and denomination of the initial authorized share capital. If there are shares other than ordinary shares, specify their type and principal rights. State the number and type of shares to be issued at the first board meeting.

3. Move on to the shareholder(s) section. Provide the required information about each proposed shareholder, including their full name, address, and the number of shares they will hold. If any shareholder is acting as a nominee, provide the details of the nominee and the beneficial owner.

4. Address any special quorum provisions for shareholder meetings in the articles of association: shareholder(s) section.

5. Fill in the details of each proposed first director of the company in the directors section. Provide their full name, former names, nationality, residential address, and business occupation. Specify any other companies in which the director is or has been a director. Describe the interest each director, their spouses, and children under 18 will have in the shares or debentures of the company, the holding company, and any other subsidiary.

6. Consider the various aspects related to directors in the articles of association: directors section. Decide on the number of directors, whether to appoint alternate directors, retirement age, retirement by rotation, limits on borrowing power, authority to allot shares, casting vote of the chairman, quorum provisions, and permission for tele/video conference board meetings.

7. Determine whether the company will have a full form of articles of association or a simplified form in the articles of association: general section. Consider pre-emption rights on the allotment and transfer of shares, control provisions for subsidiaries, and the intention to list the company on the stock exchange.

8. Provide the details of the proposed secretary of the company in the secretary section. Include their full name, former names, usual residential address, and qualification if applicable.

9. Fill in the information about the proposed auditors of the company in the auditors and accounts section. Provide their name, address, individual responsible, and professional qualification. Indicate if the auditors have been asked to act and specify the first financial year of the company.

10. Consider the elective resolutions in the elective resolutions section. Decide whether to disapply certain provisions of the Companies Act, dispense with laying accounts before a general meeting, dispense with holding an annual general meeting, dispense with the annual appointment of auditors, and change the majority required to authorize a meeting at short notice.

11. Address the tax residency of the company in the tax residency section. Determine whether the company will be tax resident in the jurisdiction state and if it will be managed and controlled from the jurisdiction state.

12. Provide the name and address of the branch of the company's proposed bank in the miscellaneous section. Inform the bank about the company's incorporation and obtain the necessary forms and documents required to open an account.

13. Decide whether the company will have a common seal, a book containing the statutory registers, a book of share certificates, and a minute book in the miscellaneous section.

By following these steps, you will effectively use the 'Company Incorporation Questionnaire / Checklist' document and ensure that all necessary information and steps are properly addressed during the incorporation process.