Shortly after establishing an organization, you’ll receive a set of company formation documents – sometimes known as incorporation documents. These are extremely vital and include the certificate of incorporation, memorandum of association, and articles of association.
You’ll receive your organization formation documents by email or post, or each. It will depend on your chosen approach to incorporation (online or by post) and thru whom you arrange your organization (a formation agent or Firms House).
We discuss all of this in greater detail below, including the aim of every document, while you might need to make use of them, where to store them, and what to do in the event you lose any of those documents.
The certificate of incorporation
The certificate of incorporation is the official document that verifies the legal formation and existence of an organization or limited liability partnership (LLP). No business can legally operate as an organization or LLP without first being in receipt of this document.
It’s a bit like a birth certificate, setting out the important thing particulars of the corporate or LLP and proving its incorporation under the Firms Act 2006 or the Limited Liability Partnership Act 2000.
Firms Home is accountable for issuing the certificate of incorporation, which can include the next information:
- Name of the corporate
- Company registration number
- Date of incorporation
- Company structure (e.g. private company limited by shares)
- Where the registered office is situated (England & Wales, Wales only, Scotland, or Northern Ireland)
- Incorporating registrar (Firms House Cardiff, Edinburgh, or Belfast)
The certificate shall be signed by the incorporating registrar or authenticated by the registrar’s official seal.
It is nice practice to maintain a printed copy of your certificate of incorporation, along with storing a digital copy in your computer and in cloud-based storage.
The memorandum of association
The memorandum of association is a legal statement that every one subscribers (initial shareholders or guarantors) of the corporate are required to sign.
By adding their names to the memorandum, everyone is agreeing to:
- form an organization under the Firms Act 2006
- turn into a member of the corporate
- take at the very least one share in the corporate (if the corporate is proscribed by shares)
In the event you register an organization online, Firms House will create the memorandum of association upon approving your application.
Nevertheless, in the event you decide to register an organization by post, you will have to finish and post the applicable memorandum of association template with the applying form.
There are two different memorandum templates – one for corporations limited by shares, and one for corporations limited by guarantee.
The wording of those templates is prescribed and must not be amended in any way. In the event you add or alter the wording, Firms House will reject your application.
Articles of association
The articles of association is a governing document that specifies the principles regarding the management and running of an organization. You need to select your articles before submitting your application to form an organization.
Firms House provides model articles for each limited by shares and limited by guarantee corporations. These standard default articles are prescribed by the Firms Act 2006.
The model versions are suitable for the vast majority of latest corporations, providing useful guidance and, in some cases, a security net. They can be found to make use of whether you incorporate through a formation agent or at Firms House.
Alternatively, you’ll be able to adopt model articles with additional and/or amended provisions, or draft entirely bespoke articles of association. These options could also be essential if, for instance, you might be issuing various kinds of shares.
In the event you decide to adopt model articles of their entirety, you just must indicate this on the applying form by checking the relevant box. There isn’t a need to connect a duplicate to your application.
Nevertheless, in the event you make changes to the model version or create bespoke articles from scratch, you should provide a duplicate for Firms House while you submit your organization formation application.
In the event you don’t specify which articles you would like to adopt, Firms House will mechanically apply the model articles in your company type.
Will I also receive share certificates or guarantor certificates?
Firms House doesn’t provide share certificates or guarantor certificates. Nevertheless, in the event you form an organization through Rapid Formations, we are going to issue the suitable certificate to each subscriber upon incorporation.
You’ll receive share certificates in the event you register an organization limited by shares. These certificates, which function legal proof of ownership of shares in an organization, will include the next information:
- Certificate number
- Registered company name
- Company registration number
- Registered office address
- Date of issue
- Share class (e.g. peculiar shares)
- Quantity of shares
- Shareholder’s name and address
- Nominal value of the share(s) (e.g. £1 per share)
- Amount paid on the share(s)
Digital share certificates are included with all of our limited by shares packages. You will even receive printed copies in the event you purchase our Compliance, All-Inclusive, or Non-Residents package.
In the event you register an organization limited by guarantee, you won’t receive any share certificates because the sort of company doesn’t have shares or shareholders. As an alternative, we are going to provide a guarantor certificate to each member (guarantor).
Each guarantor certificate will include the next information:
- Certificate number
- Registered company name
- Company registration number
- Name and address of the guarantor
- Date of issue
- Amount of guarantee (e.g. £1)
Our Limited by Guarantee Package includes each printed and digital (PDF) guarantor certificates.
What incorporation documents do I get if I arrange an LLP?
In the event you arrange a limited liability partnership (LLP) through Rapid Formations, you’ll receive a printed certificate of incorporation and a digital (PDF) copy.
We will even give you a digital (Word) draft LLP agreement, which you’ll be able to complete in accordance with the LLP members’ wishes and return it to us by email. We are going to then prepare two printed copies and send them to your registered office address by 1st class post.
Whilst there isn’t any legal requirement to have a proper LLP agreement, we highly advisable putting one in place.
This can make sure that all key matters are discussed, agreed upon, and clearly set out in writing. For instance, capital contributions, roles and responsibilities, decision-making, and the division of profit.
How and when will I receive my documents?
How and while you receive your organization formation documents will depend on the best way during which you select to establish an organization.
Company formation agent
In the event you register an organization online through a formation agent like Rapid Formations, you’ll receive the next digital (PDF) documents via email:
- Certificate of incorporation
- Memorandum of association
- Articles of association (model, amended, or bespoke)
- Share certificate(s) – in the event you arrange an organization limited by shares
- Guarantor certificate(s) – in the event you form an organization limited by guarantee
- Draft LLP agreement – in the event you register an LLP
Throughout the same email, we will even give you minutes of the primary board meeting and your organization’s unique WebFiling authentication code. You will have this code to make use of Firms House online filing system and Rapid Formations Online Client Portal.
We are going to send your documents to your email address of selection inside [how many hours?] of Firms House approving your application to include an organization.
A lot of our company formation packages also include printed copies of those documents, including:
- Certificate of incorporation printed on Firms House approved paper
- Sure memorandum and articles of association
- Share certificate(s)
- Guarantor certificate(s)
- Accomplished LLP agreement
We send these printed and sure company documents via Royal Mail in our Rapid Formations presentation folder inside 24 hours of incorporation.
Firms House
In the event you use Firms House online incorporation service, you’ll receive a digital (PDF) copy of your certificate of incorporation and the memorandum of association. These documents shall be attached to the e-mail confirming that your organization formation has been accepted.
No other company documents shall be provided. Nevertheless, you’ll be able to view and download copies of the certificate, memorandum, and articles by visiting Firms House online service or by signing into your WebFiling account.
To sign into WebFiling, you will have to supply your registered email address, password, and company authentication code.
In the event you register an organization using the postal incorporation service, you’ll receive a printed copy of your certificate of incorporation and memorandum inside roughly 10 days.
Storing your organization formation documents
It is best to store your whole company formation documents in digital format for safekeeping. Many corporations also keep printed copies in a loose-leaf folder at their registered office address or single alternative inspection location (SAIL) address.
Aside from share certificates, guarantor certificates, and LLP agreements, corporations and LLPs must make their incorporation documents available for public inspection.
Can the general public view and inspect incorporation documents?
All company formation documents are a matter of public record, other than share certificates, guarantor certificates, and LLP agreements. The identical applies to your statutory company registers.
Consequently, Firms House will place them on the general public register of corporations upon incorporation. Individuals, businesses, and organisations can view all of those documents without cost using Firms House online search service.
When will I exploit my company formation documents?
There are lots of occasions when you might must confer with your organization formation documents, akin to:
- Checking the corporate rules set out within the articles of association
- Amending provisions within the articles
- Providing a duplicate of the articles to a latest director, member, or company secretary
- Checking the corporate registration number
- Issuing substitute share certificates or guarantor certificates
- Verifying subscribers’ details
You could even be required to supply copies of a number of of the documents to 3rd parties in the next situations:
- Opening a business checking account
- Applying for a business loan
- Leasing industrial premises
- Registering for business rates
- Applying for licenses and permits
- Issuing latest shares after incorporation
- Transferring existing shares from one person to a different
- Purchasing business insurance policies
- Applying for grants and funding
- Using a latest service provider
- Working with latest suppliers
- Opening a trade account
- Registering a trade mark
- Selling the corporate
It is necessary to maintain all company formation documents secure and simply accessible throughout your complete lifetime of the business. This ensures they can be found to directors and members of the corporate each time required.
What happens if I lose my incorporation documents?
Losing vital documentation is all the time a nuisance, but it surely is straightforward to acquire copies of your certificate of incorporation, memorandum, and articles of association in the event that they occur to go missing.
Yow will discover copies of every of those company documents online by following these steps:
- Visit Companies House online search service
- Type your full company name within the search bar
- Select your organization name from the list
- Click on ‘Filing history’
- Check the ‘Incorporation’ box next to ‘Filter by category’
- You shall be presented with the file copy of your certificate of incorporation, statement of capital (if applicable), memorandum, and articles of association
In the event you used Firms House incorporation services, you may as well find your documents by trying to find the e-mail that Firms House sent to you confirming the successful formation of your organization. Your certificate of incorporation and memorandum shall be included as attachments.
In the event you register an organization or LLP through Rapid Formations, it’s also very easy to get copies of the unique incorporation documents, including your share certificates, guarantor certificates, or LLP agreement.
Simply seek for the e-mail we sent to you when your organization was incorporated. Your entire documents shall be included as attachments. Alternatively, register to your account in our Online Client Portal, where you’ll be able to view and download copies of every document freed from charge.
Thanks for reading
If you’ve got any questions on this topic or would really like to talk to someone about establishing a limited company, please leave a comment below or get in contact with our company formation team.
