When you first register your business you may hear the term “Certificate of Incorporation”.
Whilst it is another legal document required to form a business, there can be confusion over which type of corporation needs a certificate of incorporation.
Here we’ll answer the most common questions associated with what is meant by a certificate of incorporation.
What is a Certificate of Incorporation?
A certificate of incorporation is a legal document that is issued to limited companies, limited liability partnerships (LLPs), and all other company business entities when they’re first registered at Companies House. In essence, it serves as your business’s birth certificate.
The information a Certificate of Incorporation contains is as follows:
- The name of your business
- Your business’s registered number
- The date your business was incorporated
- The type of business you have set up (i.e, LLC, LLP)
- The location of your registered office (Either in England, Wales, Scotland or Northern Ireland)
Whilst certificates of incorporation do state the type of company, they do not provide information regarding who owns the company, nor do they provide information on the rules that govern the management of the business.
Instead that information can be found separately in the Articles of Association. We detail more about the paperwork required to go alongside a Limited company in our guide below.
Recommended Reading: The Complete Guide to Setting up a Limited Company
Do I need a Certificate of Incorporation?
Yes, all companies registered with Companies House are required to be issued with a Certificate of Incorporation due to it being a legal document under the Companies Act 2006.
Separate from this however, there are instances in which a Certificate of Incorporation will need to be presented. These are:
- When you want to open a bank account for your business
- When the company issues shares to new investors
- When directors seek to apply for loans to support the company
- When you or other directors seek any type of funding for the company
- You look to sell your business on to someone else
How can I get a Certificate of Incorporation?
Companies House will issue a certificate of incorporation once the application for your company registration has been approved.
There are two ways to receive your Certificate of Incorporation depending on how you register your business.
If you register your company online directly through Companies House or a company formation agent, you will typically receive your Certificate of Incorporation in PDF format around 3 to 6 hours after submitting your application.
If you register your company via post, you will receive your Certificate of Incorporation around 3 days after Companies House approves your application. Bearing in mind that applications made by post take an estimated 8 – 10 days to process, it is slightly quicker to register online.
How do I get a replacement Certificate of Incorporation?
Quite a common worry is what happens if a Certificate of Incorporation is lost or misplaced.
Firstly, to prevent the chances of a Certificate of Incorporation being lost we at iFinance Department recommend keeping your certificate safe. Storing it with your company records at either your registered office or Single Alternative Inspection Location (SAIL address) is strongly advised as your certificate may be required if your company’s statutory registers ever need to be inspected.
Read More: 6 Things That Can Trigger a HMRC Audit
A good practice is also to store digital copies as backups for ease of convenience. This can be useful when proof of the certificate is required to be emailed to banks, clients, investors, lenders, suppliers or any other businesses that require copies.
However, if your Certificate of Incorporation does become lost, the process of replacement is easy. You can apply:
- Online through Companies House
Companies House Services provide free access to your company details and filings.
To access these details enter your company name in the search box, select your company, click ‘Filing History’, scroll until you find the filing that says ‘Incorporation’, click on that and then choose ‘View PDF’. There you will be able to view a scanned copy of your Certificate of Incorporation as well as download it.
- Physical replacement from Companies House
Replacement paper Certificates of Incorporation can be ordered directly from Companies House by calling them on 0300 1234 500, or by visiting an information centre.
They do come with either a cost of £15.00 for their standard service, or £50.00 for their same-day service. Digital copies can also be sent via email.
- Via your company formation agent
A company formation agent should be able to replace your Certificate of Incorporation either digitally or physically.
If I change my company name do I need a new Certificate of Incorporation?
Lastly, if you are able to change the name of your company, Companies House will supply you with a new Certificate of Incorporation that will display it has been issued on ‘Change of name’.
Aside from the change in your business’s name, all the other details issued on the new certificate will remain identical to the original, including both your company registration number and its date of incorporation.
However, copies of both the old and new certificate should be kept safely at your company’s registered office address in case they are ever required.
For more information about setting up a new business and to receive a useful checklist for you to keep, read our Complete Guide to Setting Up a Business.