問題：Explain the documents necessary, and the procedure to be followed, in registering a public limited company under the provisions of the Companies Act 2006.
　　答案：Section 7 Companies Act 2006 (CA) sets out the method for forming a company, which is that one or more persons must subscribe their name to a memorandum of association and comply with the requirements of the provisions of the Act as to registration. Unders.9, the memorandum of association must be submitted to the companies’ registrar together with an application for registration, which in turn lists other documents that must be submitted. As a result the following documents are required to be submitted.
　　(a) The memorandum of association
　　Although the 2006 Act retains the previous requirement for individuals wishing to form a company to subscribe their names to a memorandum of association it nonetheless signifi cantly reduces the importance of the memorandum and as a consequence it is no longer possible to amend or update the memorandum of a company formed under the 2006 Act. Nonetheless the memorandum of association, which must be in the prescribed form, remains an important, document to the extent that, as required by s.8, it evidences the intention of the subscribers to the memorandum to form a company and become members of that company on formation. Also in relation to a company limited by shares, the memorandum also provides evidence of the members’ agreement to take at least one share each in the company.
　　(b) Application for registration
　　Although the 2006 Act only requires the memorandum and application for registration to be submitted, s.9 sets out other documents as well as the specifi c information that must be delivered to the registrar when an application for registration is made.
　　Section 9 provides that in all cases the application for registration must state:
　　– the company’s proposed name;
　　– whether the company’s registered offi ce is to be situated in England and Wales (or Wales), in Scotland or in Northern Ireland;
　　– a statement of the intended address of the company’s registered offi ce (that is, its postal address as opposed to the preceding statement confi rming the jurisdiction in which the company’s registered offi ce is to be situated);
　　– whether the liability of the company’s members is to be limited and if so whether it is to be limited by shares or by guarantee;
　　– whether the company is to be a private or a public company.
　　(c) Statement of capital and initial shareholdings
　　This document is required where the company is to have a share capital. Alternatively a statement of guarantee is required where that is not the case (CA 2006 ss.10 & 11 set out the detailed provisions in these regards).
　　(d) A statement of the company’s proposed offi cers Section 12 explains that this requirement relates to:
　　– any person/persons who are to be the fi rst director or directors of the company
　　– the person/s who is/are to be the fi rst secretary.
　　(e) A copy of any proposed articles
　　As the model articles apply by default this requirement operates to the extent that the company does not intend to use the model articles.
　　(f) A statement of compliance
　　This requirement to the effect that the rules relating to registration have been followed is as set out in s.13. Such a statement does not need to be witnessed and may be made in either paper or electronic form. Under s.1068, the registrar is authorised to specify the rules relating to, and who may make, such a statement. Section 1112 makes it a criminal offence to make a false statement of compliance, as is the case in relation to all documents delivered to, or statements made to, the registrar.
　　The appropriate fee must accompany the foregoing documents and once the registrar is satisfi ed that the requirements of the Act have been met, he shall issue a certifi cate that the company is duly incorporated. As previously, once issued the certifi cate is conclusive evidence that the requirements of this Act as to registration have been complied with and that the company is duly registered under the Act.