What is a certificate of incorporation?

As the Registrar in the UK, Companies House must approve every valid application to form a company. The law says it must then provide a certificate of incorporation, which is an important document. The incorporation certificate demonstrates that the company has been formed at Companies House as a separate legal entity, with its own identity distinct from its directors and shareholders.

According to the Companies Act 2006, the certificate of incorporation is ‘conclusive evidence that the requirements of this Act as to registration have been complied with and that the company is duly registered under this Act’. It’s the equivalent of the company’s birth certificate.

Any entity registered at Companies House will be issued an incorporation certificate. As well as standard companies, that includes limited liability¬† partnerships, community interest companies and other entities shown on the public register. As unincorporated entities, a certificate of incorporation isn’t needed for a sole transfer or general partnership.

Companies House will issue a certificate of incorporation as soon as the application to form a company has been approved. You’ll receive it in a different form depending on whether you form the company electronically or via paper form IN01:

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  • If you form the company online using a service like Inform Direct, you’ll generally receive the incorporation certificate as a pdf attachment to an email once the application has been approved by Companies House. You can then save and, if you wish, print the certificate of incorporation.
  • If you register the company by post with Companies House, they’ll send out a paper certificate of incorporation. That will typically take a few days to arrive once the company has been successfully formed.

What information is shown on the certificate of incorporation?

A certificate of incorporation shows the following details:

  1. The full, official company name
  2. The company registration number
  3. The date of incorporation – when the company was formed
  4. The jurisdiction in which the company and its registered office is based: England and Wales, Wales, Scotland or Northern Ireland
  5. The type of company, which will reveal:
  6. Company law under which it was registered – i.e. the Companies Act 2006
  7. Details of the issuing Registrar – Cardiff, Edinburgh or Belfast
  8. Official seal of the Registrar
  9. The UK Royal Coat of Arms

The certificate of incorporation does not give details of who owns the company (its shareholders). That information is instead available in the company’s register of members. It also excludes the names of those appointed to manage the company (its directors).

Beyond stating its type, the certificate doesn’t provide information on the rules that govern the management of the company. The detailed rules that define how the company should be managed are instead within the articles of association.

When will I need the incorporation certificate?

You’ll sometimes need to show the certificate of incorporation when:

  • You open a bank account for the business or apply for a business loan
  • The company issues shares to new investors in the company, you look to restructure or sell the business
  • You seek any other kind of commercial funding for the business
  • You apply for a business grant, permit or license
  • You buy or lease property in the name of the company
  • You open accounts with certain specialised suppliers

In all of these cases, you may be asked for the certificate of incorporation. In asking for it, the person requesting it is looking to satisfy themselves that the company exists. They may also be checking it exists in the legal form that you’ve described.

When all company formations were done by post, you’d be asked for an ‘official’ paper copy of the incorporation certificate rather than, for example, a photocopy. However, with most companies now formed online, a paper certificate issued by Companies House is increasingly rare. A certificate that you print yourself from the .pdf you’ve received by email will usually be acceptable. Even where you do receive a paper certificate, it’s now often one printed by a company formation agent, typically on thick paper or card. That’s rather than a physical document produced by Companies House itself.

Increasingly, banks and others will verify the company’s existence by checking the online public register of companies. That’s quicker, easier and usually just as reliable as requesting the incorporation certificate. It also confirms that the company hasn’t been dissolved since the certificate of incorporation was issued.

Certificate of incorporation

How do I find my certificate of incorporation?

When you form a company using Inform Direct, you’ll receive an email with your certificate of incorporation when you form a new company. It’s also saved in your personal document library if you need to retrieve it later.

For a company you didn’t form with us, you can download the scanned copy of the certificate of incorporation from the Company filing history.

Filing history - incorporation certificate

Do I need a new certificate of incorporation if my company’s name changes?

If you successfully change your company’s name, you’ll receive a ‘Certificate of Incorporation on Change of Name’. Again, this may be received quickly and electronically if you change the company’s name using Inform Direct. It will be sent by post if you submit paper form NM01 to Companies House.

Apart from the name of the company, the details shown will be the same as the original certificate of incorporation. You should  keep the certificate of incorporation on change of name in case someone later requests to view it.

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A previous version of this article was published on 23 March 2015.

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