Company incorporation documents are critical documents that are issued following the successful registration of a new limited liability company. You must keep these important documents on file, ideally at your registered office address, as they will be referred to throughout the life of your business. There are three company formation documents in total: the certificate of incorporation, the memorandum of association, and the articles of association.
In this article, incorporation documents, we take a look at these issues in more depth.
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The Certificate of Incorporation
When a business is incorporated, it establishes itself as a distinct legal entity from its members (shareholders/guarantors). The company’s information is entered into the public register of companies, which is kept by Companies House and made publicly accessible online.
Additionally, Companies House will issue a certificate of incorporation that contains basic information about the business, such as its registered name, incorporation date, and company registration number (CRN).
This certificate establishes the existence of the company and its incorporation in accordance with the Companies Act 2006. You will need to refer to it and give a copy on any number of occasions, including when opening a business bank account, applying for business loans or grants, and creating trade accounts.
The Memorandum of Association
Companies House creates the memorandum of association during the company registration process and attaches it to the articles of association. After incorporation, the memorandum becomes a historical document that contains the names of the company’s founding members (referred to as ‘subscribers’). This document should be kept in the same location as the company’s records.
The memorandum indicates that the subscribers agree to incorporate a company under the Companies Act 2006 and to become members of that company either by purchasing at least one share (if the company is limited by shares) or by ‘guaranteeing’ at least a nominal sum (if the company is limited by guarantee).
The Articles of Association
All limited companies must have a set of articles of association, which serve as the company’s constitutional ‘rule book.’ The articles are submitted to Companies House along with the registration application, and should then be safely stored at the registered office of the business.
The majority of businesses make use of ‘model articles.’ This is the version by default required under the Companies Act 2006. However, it is possible to modify the standard model articles to meet your company’s specific requirements. Alternatively, you might construct a collection of articles that is entirely unique.
If you employ a company formation agent to incorporate your limited company, you will very likely be given the option of adopting the agent’s ‘model articles’ or uploading your own bespoke articles with your application to establish a new business.
Minutes of the inaugural board meeting
Ideally, within a month of the company’s establishment, you should convene a board meeting of all the new company’s directors. This meeting will often cover topics such as the company’s establishment, the nomination of auditors and bankers, and confirmation of the company’s annual accounting date, among other items.
Who is eligible to incorporate a company?
One or more individuals can start a business for any authorised purpose by putting their names to a memorandum of association. Individuals, corporations, and other legal entities are all considered ‘persons’ under law. Subscribers acknowledge their intention to form a corporation by signing the memorandum. A child under the age of sixteen lacks the legal capacity to enter into a contract. In general, if the registrar learns that the subscribers are under the age of 16, the application for incorporation will be denied.
Where do I obtain the required company formation documents?
When you register your business with a company formation agent, they will send you a copy of your memorandum, articles of association, and certificate of incorporation. These documents may be provided in digital format through email or in hardcopy format via postal mail. It is entirely dependent on the company creation bundle you purchased.
If you register your business directly with Companies House, you will immediately receive an automatic email including a digital copy of your certificate of incorporation.
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We have a proven track-record of helping clients with company formations and incorporation documents. We will guide you through the process and ensure all checks are carried out swiftly and efficiently and we firmly believe that with the right solicitors by your side, the entire process will seem more manageable and far less daunting.
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