UK MANs group
Summary checklist when considering company formation
The following information is provided in good faith as a checklist of points that may
be useful when considering the formation of a legal entity to operate a MAN. These points
have arisen from discussions within the UK MANs Group. The checklist is not exhaustive.
All MANs are urged to take appropriate legal advice
Documents required for company
formation
A new company must have a written constitution consisting of:
- Memorandum of Association
- Articles of Association
Companies that are limited by shares may find it desirable to have a Shareholders’
Agreement to address issues such as the circumstances in which shares may be transferred,
and protecting the rights of minority shareholders
Agreements necessary
There are a large number of issues that will be common to all these contracts, which
may be covered in the body of any agreement or in schedules thereto. They include:
- Purpose of the agreement.
- Duration. Start and end dates for the agreements; some aspects, such as confidentiality,
may need longer periods.
- Termination. Procedures by which the agreements can be ended, or one party can withdraw
leaving others still active.
- Charges. Both capital and recurrent.
- Nominated contacts and their authority to act on behalf of their employers.
- Confidentiality.
- Procedures for altering volatile details like service aspects, charges and contacts
(such matters are usually in schedules, of course).
- Warranties and indemnities, if any.
- Assignment rights and procedures.
- Arbitration or other dispute resolution.
- Applicable law.
Financial matters
Clarification should be sought on issues such as:
- Taxation, including Corporation Tax and VAT.
- Financial Memorandum of Agreement for payment of grants from Funding Councils
General
Some general issues that have yet to be resolved include:
- Conditions for requirement for Telecommunications Licence.
- Ability of companies, as opposed to institutions, to sponsor connections to JANET