How a registered company comes into existence as a legal person in its own right, and the rules that shape its formation, structure and identity.
Everything in company law flows from the moment of incorporation, when a new legal person is created distinct from the people behind it. This chapter begins with separate legal personality and limited liability — including the rare circumstances in which the veil is pierced — before classifying the types of registered company by member liability. It then examines promoters, their fiduciary duties and the personal liability that attaches to pre-incorporation contracts, followed by the documents and process of incorporation itself, from the memorandum and articles to the conclusive certificate of incorporation. The chapter closes by contrasting private and public companies, including the trading certificate requirement, and the rules on company names and re-registration.
