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A Summary of Company Formation Documents

A Summary of Company Formation Documents

by | Mar 29, 2021 | Guide, Company Formation Services, General Info | 0 comments

A Summary of Company Formation Documents

Company formation documents are important pieces of documentation that you will be referring to once you’ve successfully launched your business — incorporated your name, formed a team, and boast a prestigious business address, etc.

There are three documents in particular that will be important to your business blueprint: the certificate of incorporation, memorandum of association, and articles of association:

Company Formation Document: Certificate of Incorporation

One of the most important company formation documents is your certificate of incorporation. This is a legal paper outlining important information about your company. It certifies and confirms that a company exists legally and is allowed to trade. Every company registered at Companies House is issued a certificate of incorporation.

A certificate of incorporation will contain the following:

  • Company’s registered name
  • Company registration number (CRN) (find out about your CRN and how to locate it through a Companies House search here)
  • Company registration location (England and Wales, Scotland or Northern Ireland)
  • Incorporation date
  • Company Form (limited by shares, limited by guarantee etc.)
  • Issuing Registrar (Cardiff, Edinburgh or Belfast)
  • Legislation under which the incorporation has been formed
  • Registrar of Companies official seal (Companies House)
  • Royal Coat of Arms

Your certificate of incorporation may be requested when you initially open a bank account for your business as legal proof of your company’s existence will be required.

You may also have to show the certificate when you’re selling shares to investors, applying for funding, acquiring a loan, forming an overseas business division, and/or if you are registering for overseas taxes.

Receiving a replacement certificate of incorporation for a limited company or limited liability partnership (LLP) is quite straightforward and, in most cases, completely free of charge. Here are your options.

You can download a digital copy via Companies House Service and receive a hard copy of your certificate of incorporation (issued by Companies House).

Company Formation Document: Memorandum of Association

The memorandum of association must also be submitted to Companies House with your company registration application. When you’re incorporating your company, the memorandum becomes a historical document with the names of the first company members (“subscribers”) recorded. The memorandum should be stored with the company’s records.  

This important document provides confirmation that the subscribers agree to form a company under the Companies Act 2006 and subsequently become members of that company. This is done by either taking at least one share (providing the company is limited by shares) or by guaranteeing at least a nominal sum (if the company is limited by guarantee).

Company Formation Document: Articles of Association

The model articles of association were first introduced on 1st October 2009 as a replacement for “Table A” as the default group of articles for limited companies in the UK that were incorporated on or after this date.

These important company formation documents are a legal document containing the standard default provisions regulating the running of a company and the way in which it is currently functioning.

A private limited company’s constitution outlines the need to have model articles of association outlining the internal regulations that have to be adhered to by the members and directors of a company.

By law, private and public companies that were formed in England and Wales, Scotland, and Northern Ireland are required to have model articles of association during the incorporation date.

Governed by the Companies Act 2006 and provided by Companies House under the “The Companies (Model Articles) Regulations 2008”, three versions of the model articles of association are present for the three different limited company structures in the UK:

  • Private companies limited by shares
  • Private companies limited by guarantee
  • Public limited companies (PLC)

The model articles of association are automatically applied to all UK companies when they finalise incorporation. However, the company may instead choose to utilise altered or bespoke articles where it’s possible to affix specific provisions in the model articles of association, or form completely new articles at any point post-incorporation.

Since various companies’ needs change over time, it’s important for companies to amend their model articles by removing or adding provisions in time. For example, you can change the wording or create a completely new set of articles that accurately suit a company’s needs at any specific time.

Remember…

Finding these important company formation documents is a simple process. The digital version of your certificate can be accessed by logging into the online account you have with your company formation agent or signing in to Companies House Web Filing. And depending on how you incorporated your company, your articles of association will be sent via email or through post after your company incorporation. Companies House only provides model articles of association, so you will have to provide your own articles if you wish to adopt modified or bespoke articles.

If you need more information about important company formation documents, or help with registering a business address, contact Your Virtual Office London, today.

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