Checklist: legal documents you need when forming a limited company

Key legal documents

1. Memorandum of Association

When forming a limited company, the Memorandum of Association is a fundamental document that outlines the founding members' intent to form a company. This document is a declaration by the initial shareholders (also known as subscribers) that they agree to form the company and become members of it.

It must be filed with Companies House during the incorporation process. If you register your company online, you don’t need to write your own memorandum of association. It will be created automatically as part of your registration.

2. Articles of Association

Every limited company registered in the UK is required to have a set of articles of association (often referred to simply as Articles of “AoA” for short). These are written rules about running the company agreed by the shareholders or guarantors, directors and the company secretary. It is important to get your articles right when forming a limited company. Find out more about articles by reading this guide.

3. Form IN01

When forming a limited company, form IN01 is the application form needed to register the company at Companies House. It includes crucial information about your company, such as the proposed company name, the registered office address, the details of the directors and company secretary, and the statement of capital and initial shareholdings. This form must be completed and submitted to Companies House as part of the incorporation process - if you register your company online, the form will be completed as part of the registration process.

4. Statutory Registers

Under company law in the UK (the Companies Act 2006), a company is required to maintain a set of records (also known as 'registers' or 'books'). The books must be kept by the company at either its registered office, a Single Alternative Inspection Location (SAIL address), or at Companies House. Companies are also required to make these registers available to shareholders on request. The registers must include:

• Register of members (shareholders) - including the names and addresses of shareholders, the dates that they became shareholders, the dates that they ceased to be shareholders, the number and class of shares held by them and the amount paid or agreed to be paid by them for those shares;

• Register of directors - including details of the directors that need to be provided to Companies House when they are appointed. The specific information that must be included varies depending on whether the director is an individual or a corporate body;

• Register of directors' residential addresses - under Section 165 of the Companies Act 2006, every company must keep a register of its directors' residential addresses. The register must state the usual residential address of each of the company's directors; and

• Register of secretaries including their names and addresses - although not all private companies appoint secretaries, every company that does must keep a register of its secretaries.

5. PSC Register (People with Significant Control)

Under section 790M of the Companies Act 2006, a company must keep a register of people with significant control over the company. A person with significant control (PSC) is someone who owns or controls your company. They’re sometimes called ‘beneficial owners’. The most common conditions for being a PSC are holding: (i) more than 25% of shares in the company; (ii) more than 25% of voting rights in the company; or (iii) the right to appoint or remove the majority of the board of directors. Our statutory register template has the option to include a section for a PSC register.

6. Share Certificates

Share certificates are issued to shareholders as proof of their ownership of shares in the company. Each certificate should specify the shareholder’s name, the number of shares held, the class of shares, the nominal value, and the date of issue. Share certificates must be signed by a company director or secretary. When forming a limited company, it is important to issue share certificates to the initial shareholders.

7. Shareholders Agreement

Unlike articles of association, shareholders agreements are private legal documents between a company and its shareholders. These types of agreements are used to manage the relationship between a company and its shareholders. Generally speaking, a shareholders agreement deals with the governance, management and decision-making of a company and the rights of shareholders. While there is no strict legal obligation to put a shareholders agreement in place, it's strongly when forming a limited company with more than one shareholder. Find out more about shareholders agreements here.

8. Founder’s Service Agreement

A founder's service agreement template is an employment contract (or service agreement) that sets out the key information, responsibilities, and rights between a senior employee (specifically, a founder) and a company. It contains the key terms of what the founder can expect from their role, including their salary, location of work, benefits etc. It also expressly appoints the founder as a member of the board of directors of the company, which comes with specific responsibilities, obligations and restrictions (mainly under the Companies Act 2006).

Other relevant legal documents

1. Employment Contract

After forming a limited company, growing a team can be one of the more exciting aspects of running a business, but it’s not without legal obligations. When hiring into your team, you’ll need an employment contract that clearly sets out the terms under which your new employee has been employed. Find out more about employment contracts here.

2. Freelance Contract

Is your company in need of specialised expertise or short-term support? Hiring a freelancer can be a great solution to secure certain skills or knowledge when a business needs it most, but it's important to ensure that your working relationship is well-defined and legally binding. That’s where a freelance contract comes in - find out more here.

3. Website Documents

After forming a limited company, you will most likely set up a website for your business. All website owners should consider the following documents for their website:

1. Online sales terms - if the website has an online shop, you will need to include terms that deal with the products being sold on the website (e.g. payment terms, delivery, responsibilities in relation to the products). We have a number of different terms of sale templates depending on what product is being sold:

   • Online terms for the sale of goods;

   • Online terms for the supply or services;

   • Online terms for the supply of software; or

   • Online terms for the sale of digital content.

2. Website Terms of Use - these are legal terms and conditions that govern how a website visitor uses a website, and any restrictions on their use of the website.

3. Website Privacy Notice - it is a strict requirement of UK data protection laws to provide a privacy notice to individuals when their personal data is collected. Website owners will collect personal data about website visitors - whether that’s through an online shop, via a contact form on the website or through tracking technologies such as cookies. It’s therefore crucial that a privacy notice is provided to website visitors, so they know how their personal data is being used. Find out more here.

4. Cookies Notice - almost every website will use cookies in order to function and perform to their full potential. Data protection laws requires website owners to tell individuals about the cookies on the website and how they affect website visitors. Find out more here.

5. Acceptable Use Policy - this is a policy that specifically governs a website visitor’s use of the function or features of, or information presented on, the website. It may be particularly relevant where the website visitor can upload content e.g. via a message board

4. Client Contract

After forming a limited company (when it starts to trade), it is crucial that you have a contact in place with clients and customers, to protect your revenue stream and guard against legal risks. The type of client agreement needed will depend on your business's product offering, but could include:

1. Services agreement - a services agreement defines the terms under which specified services are to be provided to a customer, in return for the payment of a fee by that customer to the service provider / supplier.

2. Sales agreement - in simple terms, a supply of goods agreement (or sales agreement) is a contract that outlines the terms under which goods / products are provided by a supplier to its customers.

3. Supply of goods and services agreement - a supply of goods and services agreement is a contract that outlines the terms under which goods / products and services are provided by a supplier to its customers.

4. SaaS agreement - a software as a service agreement (or SaaS agreement) outlines the terms under which a particular SaaS software application can be used. This agreement identifies the specific software the end-client would be able to access, alongside the terms under which they’re able to use it.

5. MSA - this is a framework agreement that sets out the legal terms the parties agree to in relation to the provision of services. The parties then enter into separate statements of work (which are governed by the MSA) for each type of service being provided/project.

5. Non-disclosure Agreement

NDAs are a particularly important component of running a business and allow companies to protect their intellectual assets. An NDA or “non-disclosure agreement” is a legal document that allows businesses to protect company information in a legally enforceable manner and might be used for things such as trade secrets, employment matters, or future business plans. Find out more about NDAs here.

How can Docue help?

Forming a limited company in the UK involves several key legal documents to ensure your business is legally compliant and structured correctly. Docue’s wide range of legal templates can help startups ensure that they are on the front foot and have high-quality legal documents in place from the start of their business adventure.

Get more tips on starting a limited company in the UK with this step-by-step guide.

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