Company Formation practicalities - Wikimediauk-l

6 Oct 2008

Alison Wheeler wikimedia at alisonwheeler.com said:

On Sun, October 5, 2008 16:07, Andrew Turvey wrote:
...
  1) Form full company from the start, by post
 In practice, we would have to get each of the directors to print, sign and
 post a copy of the signature pages to the company secretary who then puts
 them all together and submits them to Companies House.

 2) Form full company from the start, by meeting
 An alternative is to arrange a physical meeting where all five directors
 get together and sign the papers. This would take time to organise.

 3) Form single member, single director company and then appoint remaining
 directors on incorporation
 The third option is to form the company with a single member and a single
 director (being me). I would sign all the forms myself, submit to
 Companies House and then admit the other directors as members and appoint
 the others as directors as soon as the company is formed
 I think it would be easier and we would save time doing it this way.
 However, I would only want to do this if everyone was comfortable with
 this approach. 
A few things with these suggestions.

1. The forms, and more to the point the Articles and Memorandum, legally
need to be signed by all the Directors (or rather the 'Persons desiring to
form a company') at the same time in order that the signatures can be
jointly witnessed, so #1 is out.

2. Everyone seeking to have a relationship with the organisation will
request (certified) copies of the AoA and MoA and the first thing they
will look at is the number of people involved (ie. that it isn't someone's
idea of a 'get rich quick' scheme) and having just a single director would
put a severe kibosh on that, hence #3 is out.

#2 is the only way to go ...

Alison

==============

#1

Only Form 12 has to be witnessed by the JP, which only needs to be signed
by one director. The M&A can have a separate witness for each signature.

Having people in separate locations sign standard documents
and then bringing them together is standard practice - that's how I bought my
house, for instance. I don't foresee any problems with this approach.

#2

Just out of interest is this how Wikimedia #1 was formed? If so, how
much of a problem did you find bringing everyone together in a single
place?

#3

You don't see the list of current directors by looking at the formation documents -
you look on Companies House. It will be clear that we have 5 directors regardless of the
method of formation.

Andrew