In the UK a Certificate of Incorporation is an important official document that is issued by Companies House to newly registered limited companies. Despite its importance, many business people are unsure of its purpose, what it signifies and when it may need to be used during the life of the company. In this article we will discuss what is meant by a Certificate of Incorporation, the importance of the certificate, its contents and when it may need to be used.
Main Points: UK Certificate of Incorporation
- Proof of Your Company’s Legal Existence: A Certificate of Incorporation is an official document issued by Companies House confirming that your company is legally registered and exists as a separate entity in the UK.
- Essential for Business Activities: You will need your Certificate of Incorporation for important tasks like opening a bank account, applying for loans, entering into contracts, and obtaining licences.
- Contains Key Company Information: The certificate includes vital details such as your company name, company registration number (CRN), date of incorporation, and company type.
- Easy to Obtain and Access: When you register your company through a formation agent like us, you will receive your certificate quickly by email, and you can request a hard copy or download it anytime from our online portal or the Companies House website.
- Keep It Safe: It is important to store your certificate securely, as you may need it throughout the life of your company; if lost, you can get a certified replacement from Companies House.
What is a UK Certificate of Incorporation?
Within the UK, a Certificate of Incorporation is an official legal document that is issued by Companies House. It confirms that your company has been registered with Companies House under the Companies Act 2006 and now exists as a separate legal entity on the public register of companies.
The issuing of a Certificate of Incorporation is often considered the “birth certificate” of a company, marking its official entry into the business world. Your certificate will be sent to you by Companies House once your newly formed company has been registered. It is important that you keep your Certificate of Incorporation in a safe place for when it may be needed (e.g. when applying for a business loan or selling your company).
A Certificate of Incorporation is issued only for incorporated companies, not for unincorporated businesses such as sole traders.
How will I receive my Certificate of Incorporation?
If your company is registered through a company formation agent, such as Uniwide Formations, then your Certificate of Incorporation will be sent to you as a digital PDF document. Your agent will e-mail this to you as soon as your application has been approved by Companies House. You can also request a hard copy for your records.
What is the importance of the Certificate of Incorporation?
A Certificate of Incorporation serves a number of key functions.
Firstly, it provides legal recognition that your newly formed company exists in the UK and as a separate entity from its owners and shareholders.
Secondly, it enables the company to engage in business activities legally, such as entering into contracts, owning property and opening bank accounts.
Thirdly, in terms of legal compliance, a Certificate of Incorporation proves that the company complies with the necessary legal requirements for registration. For example, being issued with a Certificate of Incorporation confirms that no proposed officer of the company is listed on the “disqualified directors register”.
What information is included on a Certificate of Incorporation?
The certificate of incorporation contains several key details about your company:
| Item | Description |
|---|---|
|
Company Name |
Full official name of the company |
|
Unique identifier assigned to the company |
|
|
Date of Incorporation |
Official registration date – followed by the wording “is this day incorporated under the Companies Act 2006 as a private company, that the company is limited by shares, and the situation of its registered office is in England and Wales” (in the case of a company limited by shares). |
|
Registered Office Location |
Address of the company’s registered office |
|
Type of Company |
The legal structure of the company – Private company limited by shares (LTD), Public limited company (PLC), Companies Limited by guarantee, Unlimited companies, Limited Liability Partnerships (LLPs), Community Interest Companies (CICs), Charitable Incorporated Organisation (CIO), or Right to manage (RTM) companies |
|
Issuing Registrar’s Details |
Name and seal of the issuing registrar (e.g. Companies House) |
How can I obtain a Certificate of Incorporation?
To get your company’s Certificate of Incorporation you must register your company with Companies House either directly or through a company formation agent such as Uniwide Formations. You can apply to register your company online by taking the following steps:
- Choose your company structure – Decide whether it will be a private company limited by shares, limited by guarantee or an LLP.
- Choose your company name – It is important to check that your company name is unique and meets the legal requirements of the Companies Act 2006.
- Decide on your directors, company secretary and persons with significant control (PSC)
- Decide on your registered company address – you can use a third-party registered company address if you wish (e.g. Uniwide Formations offers the use of our prestigious Kensington address in London for your company correspondence).
- Prepare the necessary documents – these include the Memorandum of Association and Articles of Association.
- Submit the Application – You can apply through the Companies House website or through a company formation agent such as Uniwide Formations.
- Receive the Certificate – Once processed, Companies House will issue the certificate electronically or by post. If you use a company formation agent then your certificate will be sent to you immediately by e-mail, typically on the same day.
Electronic vs. Paper Certificates
If you register your company through a company formation agent then you will receive your Certificate of Incorporation by e-mail as soon as Companies House approves your application. This is normally completed within the same day or, at least, within 24 hours. Your document will be sent to you in the form of a PDF file. You can also request a printed / hard copy of your Certificate of Incorporation.
If you register your company through the Companies House website then you will receive a digital copy of your certificate within 24 to 48 hours. If you apply using a paper form, however, then your certificate will be sent to you by post.
If you registered your company through Uniwide Formations then you can find your Certificate of Incorporation by logging into our online portal. Alternatively, you can download a digital copy from the Companies House website using their “Find and update company information” service. To do this you simply go to the link just given, enter your company name or number in the search box, select your company from the list, select “Filing history”, then scroll to the bottom of the page and click “View PDF”.
When might I need my Certificate of Incorporation?
Throughout the life of your company you may be asked to provide its Certificate of Incorporation when:
- Opening a UK bank account – Banks may require your company’s Certificate of Incorporation to verify your company’s legal status.
- Applying for business finance/bank loans – Financial institutions may ask for the Certificate of Incorporation as confirmation of your company’s legitimacy before loaning money.
- Entering into new contracts – In some cases, suppliers or customers may want to see your Certificate of Incorporation to confirm the company’s existence before entering into a contract.
- Obtaining licences – Some regulatory bodies may want to see your Certificate of Incorporation before issuing it with a licence.
How can I replace a lost Certificate of Incorporation?
As outlined above, you can download a digital copy of your Certificate of Incorporation by logging into our online portal (if you registered your company through Uniwide Formations). You can also download a copy from the Companies House website.
If your physical certificate of incorporation is lost or damaged then you can request a certified replacement from Companies House. You can place an order by using the “Find and update company information” service, searching for your company, and selecting “order” from the “More” tab. Alternatively, you can order by calling the Companies House contact centre on 0303 1234 500. You can have your certificate sent to you by a standard or express dispatch service. The cost for using the standard service is £15 and the document should be sent within 10 working days. The same-day express dispatch service costs £50.
How can I include certified facts on my Certificate of Incorporation?
If necessary, you can ask for the inclusion of additional certified facts on your Certificate of Incorporation, including:
- Directors’ names and details, such as date of birth and/or nationality
- Secretaries’ names
- Registered office address
- The company’s objects
- Summary statement – previously known as the good standing statement. This states that the company has been in continuous, unbroken existence since its incorporation and that no action is currently being taken to strike the company off the register.
It is important to note that Companies House will only issue a summary statement if the company is fully up to date with its filings. It must also be a private limited company with at least one director (who is a natural person) or a public limited company with a secretary and at least 2 directors (one of which is a natural person).
FAQs
Can a company operate without a Certificate of Incorporation in the UK?
No: Holding a Certificate of Incorporation is essential for the legal operation of a company. Without this the company cannot engage in official business activities.
Does the Certificate of Incorporation expire?
No: The certificate of incorporation does not expire as long as the company remains active and compliant with legal requirements.
Do I need to display my certificate of incorporation at my business premises?
In the UK it is not a legal requirement to display your certificate of incorporation at your business premises. You should always keep your certificate in a safe place, however, together with your other company registers and/or records at your registered office or SAIL address in case it needs to be shown.
Final words
Your Certificate of Incorporation confirms your company’s legal status and is required for various business activities such as opening a bank account, entering into contracts and borrowing money. Applying for a Certificate of Incorporation is just one of the tasks involved in running a company in the UK. There are many other tasks, including requesting a UTR number and registering for PAYE and VAT. By using a company formation agent, such as Uniwide Formations, you can relax in the knowledge that your Certificate of Incorporation will always be easy to find using our online portal.
Navigating your way through the challenges of registering and running a business takes hard work, patience and passion. Our team of professionals can help with the process at every step of the way. Uniwide Formations offers a range of incorporation packages tailored to suit the needs of companies large and small.
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