Once Companies House has accepted your application to register a new private limited company you’ll have several important incorporation documents– the certificate of incorporation, memorandum of association and articles of association. In this issue in our series of guides answering the most common questions that arise when forming a company, we summarise what these documents are and why you’ll need them. We also look at other documents your new company will need – share certificates and company registers – and how you can easily create and maintain them.
Certificate of incorporation
Once your company has been successfully registered Companies House will issue a certificate of incorporation. The certificate will contain your unique company registration number and the date of incorporation. The Companies Act 2006 states that when the certificate is issued it is conclusive evidence that the company has been duly registered. Third parties, such as banks, may ask to see a copy of your certificate of incorporation as evidence that your company has been successfully incorporated.The date of incorporation, as stated on the certificate, is effectively your company’s birthday! It will determine the made up date of your company’s first confirmation statement (formerly the annual return), which is usually 12 months after the date of incorporation. You can, however, file earlier than this date if you wish.
Memorandum of association
The memorandum of association is a statement made by each subscriber confirming their intention to form a company and become a member of that company. If the company registered is a private company limited by shares then each member must be named on the memorandum of association and must agree to take at least one share.
Articles of association
The articles of association define the rules governing the running of a company. They set out the rights of shareholders, any rules governing the appointment, removal and powers of company officers, dividend distributions and how board meetings should be conducted.As part of your application to register a new limited company with Companies House, you should also file the articles of association. Most companies simply use standard “model” articles and if you do not supply articles when you register your company, Companies House will apply the model articles by default. When you incorporate your company using Inform Direct you can choose to register your company with model articles or upload bespoke articles.
If you want to know more on these important documents, read our guide to the memorandum of association and articles of association.
Receive your documents of incorporation immediately
One of the benefits of forming your company using our simple online incorporations wizard is that we will be able to email a complete set of incorporation documents as soon as Companies House has approved your new limited company. In addition, if you incorporate using Inform Direct you will also have free access to our company records management software. This will enable you to produce other key statutory documents, including:
A share certificate certifies that on the date of issue the person named is the registered owner of shares in a company.Once your company has been registered, share certificates should be issued to shareholders within two months. This is usually yet another task to find time for in the early months of a newly formed company. However, if you incorporate using Inform Direct then our system will automatically create share certificates, saving you a separate job. It will populate the share certificates with details of each share allotment and you can even upload your company logo to produce branded share certificates.
If you need more information, read more about share certificates and what they need to include.
The Companies Act 2006 requires every company to maintain the following statutory registers (also referred to as statutory books):
- Register of members
- Register of directors
- Register of directors’ residential addresses
- Register of secretaries
- Register of charges
- Register of persons with significant control
Keeping your statutory registers up to date can be a time consuming task that is all too easily overlooked. However, by incorporating your new company with Inform Direct you’ll get free access to our company secretarial software. This lets you easily update your company details for changes to addresses, officer details or to make additional allotments and share transfers. Our intelligent system automatically updates your statutory books for any changes you make and your registers are always ready to view online or print.Inform Direct also provides additional company registers to help you manage your newly formed company. These include:
- Register of share classes
- Register of allotments
- Register of transfers
Ready to form a company?
If you’re ready to register your company then you can start the process now. The first step is to check that your company name is available.
Ready to register your new company? Do it the easy way from just £22. Just a simple and straightforward online process.