We recent discovered that there are age restrictions for UK company directors which we were previously not aware of. In our school we decided to set up a practical based project whereby our students were required to register a company and use that vehicle for the extra curricular fund raising activities like the school fair and Christmas concerts.

When setting up the company and making the directors’ appointments we say that the minimum age of a UK company director was 16 and that the rules providing some discretion in this area had changed.

Under the Companies Act 1985 shareholders or members of a company could essentially circumvent the age restrictions by providing assurances that the named director was capable of exercising their duties.

It would have been appropriate make such an undertaking since members of the teaching staff would have closely supervised the students activities and provide the relevant levels of support.

However, the Companies Act 2006 removes this mechanism by categorically mandating that the age restriction for a person becoming a UK company director be strictly enforced. There are no longer any extenuating circumstances by which the rule can be overridden.

In the present situation members of the teaching staff were forced to act of the company directors and the students play a reduced role as subscribers to the company. They are in essence however de facto directors of the company as the entire purpose of the exercise required them to be so.

Prior to the Companies Act 2006 shareholder names and their respective interests in the company’s equity were listed on the incorporation memorandum and articles of association. In addition, any further issues of shares would require the new shareholders details to be denoted on the Companies House form.

Under the new 2006 act, the requirements shifted so that the numbers of shares held by an individual or corporate body in a UK company are no longer listed on the memorandum and articles of association. Their names are the only information which is stated and so it is not possible to readily discern from the documents who the majority shareholders are.

UK and foreign banks typically require such information to be given before granting business accounts to the company.

Under the Companies Act 1985 new allotments of shares permitted the company to state who the new equities were been given to. However the new regime does not provide this feature but merely records the fact the new shares have been issued.

Companies are then left with a problem of proving to third parties such as banks and even new shareholders that a new batch of allotted shares has been in fact distributed as they claim.

There are a number of ways of circumventing this issue but most will necessitate additional expenditure on the company’s behalf.

The first method is the issue of share certificates which are required by law and provide some evidence of the shares being issued to the new owner and the wider population who can view the company’s statutory books and records.

As share certificates are essentially an internal document, their presentation is not automatically recorded on any easily accessible public register.

The second option would be for the company to file and annual return early. The annual return is the only Companies House documents in which a full list of current shareholders and their stake in the company can be detailed.

This does carry some expense in monetary and time terms and depending on how often a company changes or add shareholders can result in a seemingly erratic filing history at Companies House.

A further extension of the above would be acquire a certificate of good standing which can state the current shareholders of a company together with their resultant interests. This would of course be dependant up on the relevant SH01 form being completed and the annual return being up to date and filed at Companies House.

The certificate of good standing is sometimes notarised and apostilled to further improve its authenticity and credibility.

As a business specialising in company formations, we are frequently asked to explain the advantages of restoring a company compared with incorporating a new company with the same name.

In terms of an answer to the question it is important to ascertain the primary reasons for wanting the company (either old or new).

One aspect of the two alternatives is clear; incorporating a new company will almost certainly be cheaper than restoring a company which has been dissolved, either voluntarily or as a result of being struck off by Companies House for non-compliance with its statutory filing requirements.

A typical company formation can cost approximately £25 where the registrants require a basic set-up. Company restorations costs depend on the reason the company was dissolved in the first place.

Ironically, failing to file the company’s annual return or statutory accounts (and thereby result in the striking off of the company) lends itself to the cheaper administrative restoration option.

Where the directors have previously filed for dissolution of the company and completed the relevant documents, a court order is required before the company can be restored. This process is certainly elongated compared to the administrative channel and typically costs several thousand pounds.

In the latter case, the former directors might decide that the time, expense and perhaps uncertainty surrounding a court order restoration set the incorporation of a new company as the more viable option.

A common reason why restoring a company would be preferred over the incorporation of a new company might concern any assets which the entity was in possession of at the time of its dissolution. Reclaiming bank deposits, property or other items which upon dissolution defaults to the Crown, might create a significant motivation for a director to want to restore the company.

Depending on the value of the company’s assets, the costs of even a court order restoration might be inconsequential compared to the sums gained from the reclamation of the company’s assets.

On the incorporation of a new company, any assets owned previously by a former company bearing the same name do not transfer to the newly registered entity. The new company would be allocated a different incorporation number and have no statutory linkage with any business which has gone before it.

Another perceived benefit of restoring a company vs registering a new business could be the fact that the older entity could have a long existence and status which the previous owners wish to preserve. A company incorporated twenty or more years ago may have an intrinsic value as an established business.

The advantage here is that once a restoration is complete, the company is deemed to have existed since its incorporation and have an unbroken history. The period between its dissolution and its restoration is ignored on Companies House records.

There are many other factors which might affect a person’s decision of whether to restore a dissolved company or to incorporate another one in the same (or different) name. Comments on these are invited here.