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Additional Formation Services |
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.
OPTIONAL AMENDMENTS TO ARTICLES OF ASSOCIATION
All Kestrian’s formations use a standard Articles of Association which 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 AT GENERAL MEETINGS
Should there be an equality of votes at a general meeting of the company this option gives the chairman of the meeting a second and casting vote provided that the chairman is a member of the company.
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. 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 shares to other members of the company or to the member’s family. In all other situations the directors have power to refuse to transfer the 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.
This option provides that a member who wishes to transfer shares must first offer the shares to all other members at a price to be determined by the company’s auditors or some other agreed-upon person. If other members are willing to purchase the shares the directors cannot refuse to transfer the shares. In all other cases the directors can refuse to transfer the shares.
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 allows a member to freely transfer shares to other members of the company or to the member’s family. In all other cases a member who wishes to transfer shares must first offer the shares to all other members at a price to be determined by the company’s auditors or some other agreed-upon person. If other members are willing to purchase the shares the directors cannot refuse to transfer the shares. If there remain any shares which are not transferred to other members the directors cannot refuse to transfer the shares to third parties.
COMPANIES ACT 2006 MODEL ARTICLES BOUND INTO ARTICLES OF ASSOCIATION
Our standard Articles of Association refer throughout to the Companies (Model Articles) Regulations 2008. Some clients may wish to refer to these Regulations from time to time, and we therefore offer a service whereby we can bind a copy the Regulations 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 Companies Act 2006, including the issue of the initial share certificate. Note: This service is included in the price of the Corporate and Premium Packs. 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.
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 2006 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.
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.
Should you require any particular matters to be included in your company’s Articles of Association, please contact us on 0161 973 7777, so that we are able to advise and quote for these additional requirements.
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