At Kestrian there are no hidden extras when you buy your company. However, there are a number of useful additional services which you can purchase if you want to. Details of these services are set out below, but if you require further information please do not hesitate to contact us. You will find these services itemised on the PRICING STRUCTURE in the Electronic Company Instruction Sheet and Order Form.
CHANGES TO ARTICLES OF ASSOCIATION
Kestrian’s standard Articles of Association have been drafted to suit the requirements of the majority of private companies. However, there are certain circumstances where clients may wish to adopt a different approach with regard to the internal regulations of their company. In order to assist in these matters, Kestrian are able to offer a number of OPTIONS to their standard Articles of Association.
OPTION 1 - CHAIRMAN’S CASTING VOTE REMOVED (“DEADLOCKED COMPANY”)
Kestrian’s standard Articles of Association follow Table A of the Companies Act 1985 in giving the chairman of the meeting a second and casting vote at any general meeting of the company or any board meeting of the directors, or a meeting of any committee of the board of directors, should there be an equality of votes at such meetings. This option removes the right of the chairman of any such meeting to have a casting vote.
OPTION 2 - ENHANCED DIRECTOR’S VOTING RIGHTS
A director of a private company may be concerned that he or she can be dismissed as a director by a majority of the other shareholders, although he or she is still a major shareholder. In order to safeguard a director from such dismissal, we can provide Articles which give increased voting rights to a director on a resolution to dismiss him/her from the board. This will enable the director concerned to outvote the other shareholders on such a resolution.
OPTION 3 - TRANSFER OF SHARES
There are three sub-options relating to the transfer of shares in a company. Kestrian’s standard Articles give the directors absolute power to refuse to accept any transfer of shares in the company, for any reason, and without having to disclose those reasons. The following options allow for shares to be transferred more freely than in our standard Articles of Association.
OPTION 3(A) - UNRESTRICTED TRANSFER OF SHARES TO OTHER MEMBERS AND FAMILY.This option allows a member to freely transfer his or her shares to other members of the company or to his or her family. In all other situations the directors have power to refuse to accept a transfer of shares for any reason. OPTION 3(B) - SHARES TO BE OFFERED TO OTHER MEMBERS BEFORE BEING OFFERED TO THIRD PARTIES. DIRECTORS CAN REFUSE TO ACCEPT TRANSFERS TO THIRD PARTIES. UNRESTRICTED TRANSFER TO OTHER MEMBERS AND FAMILY. This option allows free transfer to other members or to the member’s family (as per option 3(A) above). If a member wishes to transfer his shares to third parties, he must first offer them to all other members at a price to be determined by the company’s accountants. The directors still retain power to refuse to register transfers to third parties. OPTION 3(C) - SHARES TO BE OFFERED TO OTHER MEMBERS BEFORE BEING OFFERED TO THIRD PARTIES. DIRECTORS CANNOT REFUSE TO ACCEPT TRANSFERS TO THIRD PARTIES. UNRESTRICTED TRANSFER TO OTHER MEMBERS AND FAMILY. This option is identical to option 3(B) above, except that the directors cannot refuse to register a transfer to a third party, provided that the shares have first been offered to all other members, and part or all of the offer has not been taken up by these members.
TABLE A BOUND INTO ARTICLES OF ASSOCIATION
Our standard Articles of Association refer throughout to Table A of the 1985 Companies Act (model set of Articles of Association). Some clients may wish to refer to Table A from time to time, and we therefore offer a service whereby we can bind a copy of Table A into each set of your company’s Articles of Association.
Note: This service is included in the price of the Corporate and Premium Packs.
FIRST MINUTES AND WRITING UP OF STATUTORY BOOKS
The minutes of the first meeting of the directors of your company are completed by us. We also write up the statutory books of electronically formed companies only in accordance with the 1985 Companies Act, including the issue of the initial share certificate. Note: This service is included in the price of the Corporate and Premium Packs.
SHARE CERTIFICATES OVERPRINTED
To add that little extra to the look of your company’s share certificates, Kestrian can have your certificates overprinted with the name of your company. The printing is carried out by laser printer to produce a high quality finish. Note: This service is included in the price of the Premium Pack.
NAMEPLATES
The name of your company, together with the words “Registered Office”, are engraved on an anodised silver aluminium nameplate.
COMPANY SEAL
The Companies Act 1985 (as amended by the Companies Act 1989) does not require a company to have a seal. However, if the company wishes to use a seal then it can do so. Kestrian supply both hand held plier seals and desk top seals.
PERSONALISED FRONT COVERS - MEMORANDUM AND ARTICLES OF ASSOCIATION
Professional advisers can have their firm’s name, address and telephone number, together with a description of their business printed on every copy of the company’s Memorandum and Articles of Association.
Note: This service is included in the price of the Corporate and Premium Packs.
GUIDANCE BOOKLET - “YOUR NEW COMPANY - A GUIDE TO STARTING UP IN BUSINESS”
Once you have received your company, there will be a number of decisions to make and you will require advice on certain matters. This essential booklet answers many of the most often asked questions, including:
• What you must include on your stationery
• Choosing an accountant
• Choosing a solicitor
• Do we need an audit?
• Accounts and annual returns
• Issuing shares
• General meetings
• Directors meetings
• Duties of the company secretary
Note: This service is included in the price of the Premium Pack.
ADDITIONAL TECHNICAL SERVICES
In addition to our standard Company Packs, we also provide companies which are tailored to suit each client’s individual requirements.
These services include:
Companies with more than one class of share
These companies are formed for a variety of reasons and will stipulate in their Articles of Association that each class of share will have different rights in relation to voting, dividends and the participation in any surplus assets of the company on a winding up. One of the most common reasons for this requirement is to allow different dividends to be paid on each class of share.
Employee shares
Some companies will give shares to employees which may carry different rights to other shares (see above). In addition, the company may require the employee to transfer his or her share to the remaining shareholders when he or she ceases to be an employee of the company.
Non-profit making companies
Some companies limited by shares will be formed for non-profit making purposes. These companies will often wish to have their Memorandum of Association state that all profits must be retained in the company and not distributed and that, in the event of the company being wound up, any remaining assets, after payment of all liabilities, shall be transferred to a named organisation or another company.
Should you require any particular matters to be included in your company’s Memorandum or Articles of Association, please contact us so that we are able to quote for these additional requirements.
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