What is a Certificate of Incorporation?

When you register a company in the UK, once your application has been processed and approved, Companies House will send you a formal certificate of incorporation.

This is an important document which provides details about your company and shows that it is a separate legal entity, distinct from the directors and shareholders.

If you register the company by post, you’ll receive a paper certificate of incorporation although you may choose to register electronically, in which case, you’ll be sent a pdf attachment that contains the same information.

You can save this and print off a copy of the certificate in case you need to present it in future.

So what information is shown on the certificate of incorporation, and why do you need one?

Information about your company

The certificate of incorporation will be issued by the respective registrar for England, Wales, Scotland or Northern Ireland and should contain the following information:

• The official name of your company in full.
• Your company’s registered number.
• The date when the company was formed – or date of incorporation.
• The jurisdiction in which the company’s registered office is based (England, Wales, Scotland or Northern Ireland).
• The type of company, including whether the company is limited or unlimited, whether the company is limited by shares or guarantee, and whether it is a public or private company.
• The company law under which the company is registered, i.e. the Companies Act 2006.
• The official seal of the respective registrar.
• The UK Royal Coat of Arms.

The certificate shows that a company officially exists but doesn’t give any details about who owns the company or provide information on the rules that govern the management of the company. Information about who owns the company is held in the company’s register of members, while it is the articles of association that defines how the company is to be managed.

When do you need to show your certificate?

You should always keep your certificate of incorporation safe and have it available to present if and when required. This may be when:

• You are opening a bank account for the new business and are asked to present the certificate.
• If you opt to issue shares to any new investors in the company.
• If you apply for a business loan for the company.
• If in future you and your fellow directors decide to sell the company to someone else.
• If you apply for a grant or some other kind of funding for the company.

When all company formations used to be registered by post, you’d almost certainly have been asked to present an official copy of the certificate, however, now that most are issued electronically, a copy of the pdf is usually acceptable. Increasingly, banks or other agencies won’t request to see your incorporation certificate but will simply verify the details by checking the public register of companies online. In all cases, your certificate of incorporation proves your company exists in the form that you’ve described.

If you lose your certificate or need a replacement

Today, the majority of company formations in the UK are done electronically by using the Companies House web incorporation service or an independent incorporation service. In both cases, you will be issued with a pdf certificate. You can print off a copy whenever you need one, or download one from the web filing service. If you used a third party, you’ll need to ask them to send you another copy.

If you incorporated your company using the paper form IN01, you can ask Companies House to re-issue a certificate, although certain conditions do apply.

What if I want to change my company’s name?

If you decide to change your company name in future, first you need to make sure the new name is available and inform Companies House of the change of name, using form NM01. You will also need to forward a special resolution that has been agreed by the board. A template for this is available to download from Companies House.

Apart from the change of name, all the other details about the company will remain the same on the new certificate of incorporation.