Proof of legal personality – incorporating a company with a non-UK corporate subscriber
Do all shareholders (subscribers) need to be individuals – or can we have corporate shareholders in the incorporation? Yes, you can have individual and corporate (e.g. companies, partnerships, trusts, etc) as the subscribers. S.7 of the Companies Act 2006 states that: “(1)A company is formed under this Act by one or more persons…” and the Interpretation Act 1978 defines “person” as both individuals and bodies corporate, indicating that subscribers must have legal personality.
However, if you have a corporate entity that is not based in the UK, or which Companies House cannot easily identify (e.g. a trust) Companies House may – when checking the incorporation – require to see proof of the ‘legal personality’ of that entity. This is not always required (sometimes Companies House can work this), but they may need additional information to be satisfied. It is rare that this happens, and if it does, don’t worry: we’ll get in touch with you directly and explain what is needed – in summary we need more information from you that we can pass on to Companies House and then resubmit the incorporation.
As a general rule, this is the kind of information we may need you to provide to us:
- Full details of the entity that prove it exists (has legal personality) and a copy of any relevant documents as evidence:
- The entity type
- Where the entity is registered
- An entity number or reference (depending on what the entity is/ where it is registered)
- Any links or other information that can be provided to show the entity is genuine and has legal personality (e.g. a link to an official registry).
- Ideally a covering note or letter from you explaining this information to Companies House (they sometimes resist just relying on source documents). Something along the lines of:
“We [Bloggins & Bloggins LLP] are instructed to act for the directors and subscribers of the proposed new entity [Newco 123ABC Ltd]. [Comapagnie Etranger SARL] is the proposed subscriber of this company. We confirm that it has legal personality as it is a “Société à responsabilité limitée” registered at the Mayorality of Lyon with official number 12345687. Details of this entity and registration can be found on the Mayorality’s website here: www.mayorlyon.com.”
My incorporation has been rejected by Companies House because they want proof of legal personality of one of the stakeholders. What is this/ how do I provide this? If you have a corporate entity that is not based in the UK, or which Companies House cannot easily identify (e.g. a trust) Companies House may – when checking the incorporation – require to see proof of the ‘legal personality’ of that entity. This is not always required (sometimes Companies House can work this), but they may need additional information to be satisfied. It is rare that this happens, and if it does, don’t worry: we’ll get in touch with you directly and explain what is needed.
See the answer above for more information.