Once Companies House has accepted your application to register a limited company you’ll have in your possession several important incorporation documents: the certificate of incorporation, memorandum of association and articles of association. In this issue, one of a series of guides answering the most common questions that arise when forming a company, we consider what these company incorporation documents are and why they are so important. We also look at other documents your new company will need, such as your first board meeting minutes, share certificates and company registers and consider 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 of incorporation is an extremely important document as the Companies Act 2006 states that:
The certificate is conclusive evidence that … the company is duly registered.
Among other details, the certificate of incorporation contains the name and unique company registration number of your newly formed company, together with its date of incorporation. Third parties, such as banks and new lenders or investors will 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 of incorporation is effectively your company’s birthday! It determines the confirmation date of your company’s first confirmation statement. This is usually 12 months after the company incorporation date, although you can file the confirmation statement earlier if you wish. The incorporation date also determines your new company’s accounting reference date. For most limited companies the accounting reference date is automatically set as the first anniversary of the last day in the month in which the company was formed and the company’s annual accounts will be prepared to this date every year unless the accounting reference date is changed.
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If you form your company electronically you will receive the certificate of incorporation as a pdf attachment to an email. Inform Direct automatically saves this important document in your ultra-secure digital Document Library as soon we have received approval from Companies House of your application to register a company. If you choose to form a company using the paper Form IN01 then you will receive in the post a single paper copy of the certificate of incorporation.
Memorandum of association
The memorandum of association confirms that each subscriber wishes to form a company under the Companies Act and that they agree to become the first members of that company. If the company registered is a private company limited by shares then each member must agree to subscribe for 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. We also offer a set of enhanced articles with a number of improvements over the model articles. Find out more about the Inform Direct Enhanced Articles of Association.
Receive your documents of incorporation immediately
One of the benefits of forming your company using our simple online incorporations process is that we will be able to email a complete set of company incorporation documents as soon as Companies House has approved your application to register a company. In addition, if you register a company using Inform Direct you will also have free access to our company records management software. This will enable you to easily produce and maintain other key statutory documents, including:
First board meeting minutes
Ideally, within a month of company formation you should hold a board meeting of all the directors of the new company. This meeting will normally cover issues such as details of the company formation, appointment of the company’s auditors and bankers, confirmation of the company’s annual accounts date, etc. Full details can be found in our guide on what to include in a company’s first board minutes and we’ve also created a free template set of minutes that you can download and amend to suit your company.
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 choosing to register a 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 a company then you can start the process now. The first step is to check that your company name is available.
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A previous version of this article was originally published on 17 September 2013.