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Company formation – the Certificate of Incorporation

When you set up a company, one of the first things you have to do before you can start trading is to formally register your business with Companies House.

You can do this online or by post (using form IN01) and once your application is approved, you’ll be issued with a certificate of incorporation.

This is an important document that demonstrates you have met all the legal requirements set out under the Companies Act 2006, and that the company now exists as a legal entity with a distinct identity from that of any directors and shareholders.

If you apply to register your company online, you’ll receive your certificate of incorporation by email as a PDF which you can save and/or print a copy. The process takes a bit longer by post, but once your application is approved, your certificate should arrive within a few days.

Company information to look for

The certificate of incorporation will include the following information about the company:

  • The official name of the company
  • The date when the company was incorporated
  • Your company registration number
  • Under which jurisdiction the company and its registered office is based, namely in England, Wales, Northern Ireland or Scotland
  • Whether the company is a private or public company
  • If the company is limited, whether it is limited by guarantee or by shares
  • If the company is unlimited
  • Details and official seal of the Registrar who issued the certificate
  • UK Royal Coat of Arms

The certificate of incorporation won’t include any details about who owns the company or provide information about how the company is to be managed. This is provided by the register of members and the company’s articles of association respectively.

Do you need to show your certificate?

There are a number of instances where you may be asked to show your company’s certificate of incorporation. These include:

  • When you open a company bank account, although the bank may also check the public register of companies itself to verify the company exists and/or hasn’t been dissolved since a certificate was issued
  • If the company applies for a loan or other type of funding, including business grants
  • If the company issues shares to new investors
  • If you want to sell the business

Whether or not you are asked to present your company’s certificate of incorporation, you are still legally required to have one to prove your company exists and exists in the form that you have described.

What happens if the name of the company changes?

You can apply for a Certificate of Incorporation on Change of Name. All the other details on the original certificate will remain the same.

Can I get a replacement certificate?

If you can’t find your certificate of incorporation, you can apply for a copy of the original document from your incorporation service provider (if you used one) or by downloading a copy from Companies House online service. If you registered by post, you’ll have to contact Companies House direct and ask for a replacement copy of the certificate.

Last updated: 5th June 2018