Upon incorporation of your company with Companies House, you will be automatically issued with important company documents (also called incorporation documents), including a Certificate of Incorporation, Memorandum of Association and Articles of Association. If you use a company formation agent, such as 1st Choice Incorporations, you can also be issued with a Share Certificate. You will receive these via email if you incorporated your company online, via the post if you used paper forms, or in both mediums if you used a company formation agent.
Below, we will explain in greater detail what is included in each of these documents, why they are important to you and your business, and what you can do if you misplace them.
Certificate of Incorporation
A Certificate of Incorporation is automatically issued to your business when you join the Companies House register and is a certificate that proves you have been incorporated. The certificate includes important information about your company, including the company name and registration number, the date it was incorporated, and the jurisdiction it is registered in.
Your Certificate of Incorporation is a very important document, and you will be required to show your certificate when you;
- Open a business bank account for your company
- Apply for any funding for your business, e.g. a grant or loan
- Get contracts with other companies who only work with limited companies e.g., building company contracts or other similar work
- Rent or purchase a property in your companies names e.g. a work premises, or;
- Sell your company
Memorandum of Association
The Memorandum of Association, automatically produced upon incorporation from the information provided in the incorporation form (IN01), is a legal document signed by all shareholders or guarantors of the company. It states that the people or organisations listed on the document agree to form the company, and once produced, it cannot be changed. Regardless of shareholder or guarantor changes within a company, the Memorandum of Association will always reflect the first members.
The Memorandum of Association is important to your business, as it legally confirms that all officers listed on the document agreed to form the company on the date specified and can be useful in aiding transparency with banks and customers on who has agreed to form the company.
Articles of Association
The Articles of Association of a company are the most in-depth document relating to the company’s incorporation. It is a set of written rules, agreed upon by the shareholders or guarantors, and denote how the company will be run. You can choose from model articles, which are the standard form of articles designated by Companies Act 2006 , or bespoke articles, which have been amended for the individual company (we recommend you seek the services and advice of a legal professional to prepare these). These need to be agreed before incorporation and are sent to Companies House with the incorporation form. Covered in the Articles of Association are;
- Interpretation and limitation of liability
- Directors’ powers and responsibilities and decision making
- Shares and distributions
- Decision making by shareholders, and;
- Administrative arrangements
The Articles of Association play a vital role in establishing the guidelines by which the company will be run. It is important that the procedures laid out in the articles you chose are followed in all regards of running your company.
Optional Document – Share Certificate
If your company is limited by shares, each shareholder is entitled to receive a Share Certificate (in line with the company’s Articles of Association), detailing the share capital they own within the company. These are not issued as standard by Companies House, however, if you go through a company formation agent such as 1st Choice Incorporations, you will receive a Share Certificate for each shareholder of your company.
Share Certificates are proof that the named individual or entity holds a specified number, class and value of share. For example, it would be evidence that John Smith holds 100 ordinary shares of £1.00 nominal value each. This is useful when it comes to proving you are a shareholder in a specific company, or if you wish to sell or transfer the shares you currently hold.
What if I lose my documents?
As these documents are important to your company, it is best to keep them somewhere safe. However, if you misplace your documents, do not panic as replacement documents are easy to obtain. If your documents were sent to you via email, be sure to look back through your emails to see if you can find them. If you do not think you received any, make sure to check your spam/junk folder, as they may have been incorrectly redirected there.
If you have misplaced your printed documents, you can replace them in a number of ways.
- You can search for your company on the Companies House website, and click on the incorporation document. This will have a copy of your Certificate of Incorporation and Memorandum of Association. If you used model Articles of Association, copies of this can be found on the government website here. You can also request a replacement copy of a Certificate of Incorporation directly from Companies House by calling them on 0303 1234 500. The cost for this service is currently £30 (as of March 2024).
- If you placed your order through a third party, such as our team here at 1st Choice Incorporations, you can contact us at enquiries@1stchoiceincorporations.com, and request digital copies of your company incorporation documents stored in our records. Printed incorporation bundles can be provided for an additional fee.
We hope you found the information in this blog useful, and that you now have a better understanding of the documents issued to you upon incorporation of your company. If you are ready to start your own limited company, compare our packages here.
