What is a certificate of incorporation?

When Companies House approve an application to form a company, the law dictates that they must then provide a certificate of incorporation. The incorporation certificate is an important document which 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”.

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 company’s full official 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: whether it was registered in England and Wales, Wales, Scotland or Northern Ireland
  5. The type of company, which will reveal:
    • Whether the company is a public or private company
    • Whether it is limited or unlimited
    • For limited companies, whether the company is limited by guarantee or shares
  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.

Beyond stating the type of company, the certificate also doesn’t provide any 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
  • The company issues shares to new investors in the company
  • You apply for a loan for the company
  • You seek any other kind of funding for the business
  • You look to sell the company to someone else

In all of these cases, you may or may not be asked for the certificate of incorporation. In asking for it, the person requesting it is looking to satisfy themselves that the company exists (and exists in the form that you’ve described).

a certificate that you print yourself from the pdf you’ve received by email will usually be acceptable

When all company formations were done by post, you’d have been asked for an “official” paper copy of the incorporation certificate rather than, for example, a photocopy. However, with the rise of electronic company formations, a paper certificate issued by Companies House is increasingly rare and 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) rather than a physical document produced by Companies House themselves.

Increasingly, banks and others will verify the company’s existence by checking the online public register of companies rather than requesting the incorporation certificate. This also helps to confirm that the company continues to exist (that is, it hasn’t been dissolved since the certificate of incorporation was issued).

How do I get a replacement certificate of incorporation?

Most companies are now formed online via a dedicated electronic incorporation service like Inform Direct. As part of their service, you’ll usually receive an email with a PDF certificate of incorporation attached, which you can download and print as and when required. If you can’t find the email, the service provider you used should be able to send on a copy of the certificate.

If you formed the company using Companies House’s web incorporation service, a copy of the certificate of incorporation can be downloaded via the WebFiling service. This can also be used to obtain the incorporation certificate for other companies formed electronically, where the service provider is unable or unwilling to forward on a copy.

If you registered your company by post with Companies House, you’ll need to contact them by post, phone or email to request a replacement paper certificate of incorporation.

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 electronically (if you change the company’s name using an electronic company secretarial system like Inform Direct) or by post (if you submit paper form NM01 to Companies House).

Apart from the name of the company, all the details shown on the new certificate will be the same as the original certificate of incorporation. In the same way as you might be asked for the original incorporation certificate, you should also keep the certificate of incorporation on change of name in case someone later requests to view it.

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