Table of contents
- What is a certificate of incorporation?
- What is on a certificate of incorporation?
- What is the legal significance of the Certificate?
- Obtain a Certificate of Incorporation
- When and where to get the Certificate of Incorporation
- Digital or Paper Certificate of Incorporation
- Timelines for receiving the certificate of Incorporation
- When do you need to use the Certificate of Incorporation?
- How to get a copy or replacement for a Certificate of Incorporation?
- Does changing the company name affect the Certificate of Incorporation?
- Lost Certificate of Incorporation: Steps to get a replacement
- Where to keep the certificate
- FAQ
- Conclusion
The process of completing business registration must be supported by an appropriate document. The name of the document may be different. However, its essence remains the same – confirmation of the fact of business incorporation in a particular country.
In the UK, the above document is called a certificate of incorporation.
What is a certificate of incorporation?
What is a certificate of incorporation, and what is it for? Probably one of the most common questions among people planning to start a business and trying to understand the basic concepts and documents associated with the registration process. The Certificate of Incorporation is an official legal document that certifies and confirms that Companies House has registered the business – under the UK Companies Act. This type of document approves that the firm exists as a separate legal entity, distinct from its owners and shareholders. And such a legal entity already has certain rights and obligations. The presence of an incorporation certificate confirms that the enterprise can act as a party to a contract or different types of transaction or be a party to a lawsuit.
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What is on a certificate of incorporation?
The registration certificate contains the following information:
- Company registration number (often abbreviated as “CRN”). Don’t forget that individual entrepreneurs are registered differently, unlike a firm. Therefore, they do not have a company registration number. General partnerships (also “ordinary partnerships”) also don’t have a CRN;
- Full name of the limited company or LLP;
- A type of firm (private company limited by shares, a private company limited by guarantee, or a limited liability partnership);
- Location of the registered office (England and Wales, Scotland or Northern Ireland);
- Date of incorporation;
- The name of the issuing Registrar (Companies House Cardiff, Edinburgh or Belfast)
- A reference to the law (act) by which the company is registered;
- Registrar of Companies official seal (Companies House);
- A royal Coat of Arms.
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What is the legal significance of the Certificate?
The Companies House certificate of incorporation refers to the legally binding document that confirms the incorporation of a business. An incorporation document proves that your business is properly and lawfully registered.
Obtain a Certificate of Incorporation
- Determine your business structure (the most popular type of legal entity in the UK is LLC). All companies registered in the UK must comply with the requirements of the Companies Act 2006;
- Choose a name for your firm. The name must be available for use. Your company name cannot be offensive. Additionally, it should not incorporate “sensitive” terms or phrases or imply any affiliation with government or local authorities unless you have obtained prior authorization.
- Decide on the address of the office of the future firm. It is to this address that the registration certificate will be sent, along with all other legal documents, and it is this address that will also be indicated in all publicly available sources;
- Identify essential positions in the business (founders, directors), as well as determine the size of the authorized capital. To register an enterprise, you will need to provide information such as full name, date of birth, nationality and address of directors, shareholders and company secretaries;
- Select a Standard Industrial Classification (SIC) code for further activities;
- After the information above is collected, you can send it to Companies House for approval. It may take up to five business days for Companies House to process your request. At the same time, many companies are registered within one day.
- If you have completed and indicated everything correctly, you will receive a certificate from the Companies House confirming the registration of your business in the UK.
When and where to get the Certificate of Incorporation
Companies House, as the official registrar of companies in the UK, issues a certificate confirming the registration of the business. You can obtain a certificate of incorporation independently by applying via the Internet or by mail through the Companies House. In addition, to get the above document, you can use the services of a company registration agent.
Apply for a Certificate of Incorporation through Companies House
Submit an application for a certificate of incorporation through the Companies House Web Incorporation Services.
To apply, you must meet the following conditions:
- Gather relevant information, which includes:
- detailed information about the directors and secretaries of the firm (name, surname, date of birth, address of residence, nationality, position held);
- information about shareholders and their shares;
- Memorandum and articles of association;
- two or three proposed enterprise names;
- information about the address of the office.
- Register with the Web Registration Service: After receiving the documentation (information) mentioned above, you must register with the Web Registration Service at Companies House. To do this, enter your e-mail address (or create it) and password.
- Fill in the correct online application (the proposed name of the firm, its location, etc.).
- Pay the commission and receive by e-mail (see paragraph 2) confirmation of the results of the consideration of the application (on acceptance or rejection of the application submitted by the applicant).
If you intend to apply by mail, download the appropriate forms from the Companies House portal first. Next, fill out these forms, indicating all the required information. Send your application to one of the following addresses:
Registrar of Companies (England and Wales) Companies House, Crown Way, Cardiff CF14 3UZ, DX 33050, Cardiff;
Registrar of Companies (Northern Ireland) Companies House, 2nd Floor The Linenhall, 32-38 Linenhall Street, Belfast BT2 8BG, DX481 N.R. Belfast 1;
Registrar of Companies (Scotland) Companies House, 4th Floor, Edinburgh Quay 2, 139 Fountainbridge Edinburgh, EH3 9FF, DX ED235 Edinburgh 1.
Using a Formation Agent to Apply for a Certificate of Incorporation
If you don’t have time to deal with the process of obtaining a certificate of incorporation, Formation Agents (lawyers) can effectively help with the registration process. Follow the next requirements to obtain a certificate of incorporation in the UK through a Formation Agent:
- Collect the relevant information and documents of the firm and transfer them to the Formation Agent, namely:
- proposed company name(s);
- information about the directors and secretaries of the enterprise;
- data on shareholders and their shares;
- legal address (if you have one). Many Formation Agents provide registered office services.
The Formation Agent can help you to develop Articles of Association properly drafted so that it fits the actual needs of the business and its activities.
- Select a suitable page following the offer of services of the formation agent. Pay the required fee and wait for registration confirmation.
Digital or Paper Certificate of Incorporation
If the registration procedure is carried out directly through the Companies House, the registrar will send a digital certificate by e-mail in case of online registration. Regarding the timing of issuance, digital certificates are usually issued within 24-48 hours.
The applicant may also receive a paper certificate by mail if registration was made using a paper application. Processing mail applications takes about 8-10 days. Therefore, a printed copy of the certificate will be delivered to the address of the registered office of the applicant. It usually takes a few business days after registration.
If the applicant uses the services of an online company formation agent, the applicant can receive a digital PDF copy of the registration certificate by e-mail. Immediately after Companies House approves the application, which usually takes a couple of days, the Formation Agent will send you a certificate. The applicant may also receive a hard copy and mail.
Timelines for receiving the certificate of Incorporation
If you register a business using a postal application, it will be delivered by post a few days after Companies House has positively reviewed your application. At the same time, note that the processing of postal attachments takes about 8-10 days. When registering online, the time for obtaining a certificate of incorporation is reduced several times and can take up to 3 days. Accordingly, online registration with further certificate obtaining is a priority.
When do you need to use the Certificate of Incorporation?
The Certificate of Incorporation must be kept in a safe and easily accessible place so that it can be presented to any enterprises or organizations if necessary, or a copy of such a certificate can be promptly made.
You will need to provide a companies house certificate of incorporation in such cases as:
- opening a commercial bank account;
- applying for a loan for business development;
- applying for a grant;
- registration of a license to carry out a certain type of activity;
- rent or purchase of real estate in the name of the business ;
- conclusion of contracts with contractors;
- setting up a division of business overseas;
- restructuring or sale of the firm.
The list of cases in which you can use your certificate of incorporation is not exhaustive. It all depends on business activity and legal requirements.
How to get a copy or replacement for a Certificate of Incorporation?
In the UK, you can obtain a copy or replacement of a Certificate of Incorporation by following these steps:
- Visit the Companies House website and click on “Find company information”.
- Enter the name or registration number of the company for which you need a copy of the Certificate of Incorporation.
- On the company’s overview page, click on “Filing history” to view a list of the company’s past filings.
- Locate the original Certificate of Incorporation document in the list of filings. It is typically the first filing listed and is titled “Incorporation”.
- Click on the “View PDF” button next to the original Certificate of Incorporation filing to view and print a copy of the document.
If the original Certificate of Incorporation is not available online or has been lost, you can request a replacement. All you need is complete form IN01 and submit it to Companies House along with a fee. Find the form on the Companies House website under “Forms”. You will need to provide information about the enterprise, including its name, registration number, and registered office address. Once Companies House has received your application and fee, they will issue a replacement Certificate of Incorporation.
Does changing the company name affect the Certificate of Incorporation?
To change your business name, you must follow the process outlined by Companies House. It typically involves filing a form called NM01 – Notice of Change of Name by resolution. This form requires you to provide information about your existing company name, your new company name, and the date the change will take effect. You will also need to provide a copy of your company’s special resolution, which is a document that confirms that your shareholders have approved the change of name.
Once you have submitted the NM01 form and supporting documents, Companies House will review your application and issue a new certificate of incorporation that reflects your new business name. This process can take several days to complete, depending on the volume of applications that Companies House is processing.
Note that apart from the new business name, all other information specified in the new certificate will remain the same as during the initial registration.
As well as business registration, this process may be done online or by post.
Lost Certificate of Incorporation: Steps to get a replacement
Sometimes, unwittingly, we can lose the registration certificate. If this happens, do not panic. Like any official document, you can restore it. To get a new copy of the lost document, you can choose one of the following ways:
1st way – is online through Companies House Service.
Companies House Service provides free online access to information about the business and, accordingly, documents about it. All you need:
- enter the name of your firm in the search field;
- choose your company and go to the “Filing History” section;
- then you need to open a document with the inscription “Incorporation”;
- after, click “View PDF”;
and at the final stage, you can upload a scanned copy of the original registration certificate.
2nd way – is through a Formation Agent.
To do this, you need to contact the company formation agent you reached during the opening of your business and report the loss of such an important document as a certificate of incorporation. The formation agent will be able to obtain both a new digital copy and a paper copy of this certificate. 3rd way – physical replacement from Companies House.
You can order a replacement paper Certificate of Incorporation directly from the Companies House. To do this, you need to call their contact centre. In addition, you can also visit one of the information centres of the Companies House on your own. It costs £15 or £50 (if you wish to receive a replacement document on the same day). The choice of the time frame for obtaining a certificate of incorporation is up to the applicant. Digital copies by email are also available.
As you can see from the above, the options for restoring the firm incorporation certificate are various. And which one to choose – depends only on you and your capabilities.
Where to keep the certificate
The certificate of incorporation is a document that confirms the fact of registration of a legal entity under the legislation of the UK. You must keep it, along with your firm’s registers and records, at SAIL’s registered office or address. A certificate of incorporation may be required during the verification of your statutory registries. In addition, it will not be superfluous to have digital copies as a backup for correspondence with counterparties, banks and any other business partners who may need to familiarize themselves with the data of the business registration certificate.
FAQ
How do I find a company's certificate of incorporation?
You will receive a certificate of incorporation after completing the incorporation process at Companies House. Your Certificate of Incorporation will be sent to you in digital and/or paper format, depending on how you registered your business.
Do all companies have a certificate of incorporation?
A business incorporation certificate is a document that is issued to all limited companies, LLPs, and other business entities registered at Companies House.
How do I get a certificate of incorporation online UK?
You will receive a certificate of incorporation after completing the company registration process. It will be enough to provide some information about the firm (name, address, etc.) and pay the appropriate fee for the service.
How do I verify a certificate of incorporation UK?
There are the following ways to confirm the certificate of incorporation in the UK:
1st way – online application through the Companies House Service ;
2nd way – Physical replacement from Companies House;
3rd way – is through the Formation Agent.
Where to find a certificate of incorporation on Companies House?
The Companies House Service provides free online access to company information and documents. To do this, you must enter your company name in the search field and follow the further recommendations. In addition, you can also visit one of the information centres of the Companies House on your own. In case of a personal visit, it costs £15 or £50 (if you wish to receive a replacement document on the same day).
Conclusion
The term “business” often evokes positive associations with wealth and success. However, those who venture into the process of registering a business soon find themselves overwhelmed with paperwork. Even though the company has not yet commenced operations, administrative tasks and legal requirements are already piling up. To ensure a hassle-free and streamlined registration process, we recommend you seek the assistance of professionals.
