The procedure through which a new or existing business registers as a limited company is called incorporation. A corporation is a legal entity distinct from the individuals who own or operate it. The great majority of businesses are limited liability companies, in which the members’ liability is limited through shares or a guarantee.
The certificate of incorporation is definitive evidence that the requirements of the Companies Act 2006 as to registration have been complied with and that the company is duly registered under this Act. The certificate will state the name and registered number of the company, and the date of its incorporation.
In this article, certificate of incorporation of a private limited company UK, we take a look at the process 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.
Can you trade as a limited company without the certificate?
A limited company cannot commence operations unless it has been incorporated at Companies House in accordance with the Companies Act 2006. By incorporating your business as a limited liability company, you obligate the directors to file certain documents annually, such as annual accounts and a confirmation statement. Additionally, they must notify Companies House of any changes, such as the appointment or resignation of directors or a change in the registered office of the company.
Before deciding if an incorporated company is the appropriate structure for your business, it may be prudent to get professional advice from an experience solicitor.
Who is eligible to incorporate a company?
By submitting their names to a memorandum of association, one or more persons can form a business for any lawful purpose. In law, the term ‘person’ refers to individuals, corporations, and other legal entities. By signing the memorandum, subscribers acknowledge their intent to form a corporation. Under the age of 16, a child lacks the legal competence to engage into a contract. Generally, if the registrar is aware that the subscribers are under the age of 16, they will deny the application for incorporation.
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.
What documents are required for the incorporation of a business?
To incorporate your business, the following paperwork must be filed:
- Application to register a company (form IN01) and the fee
- Memorandum of association
- Articles of association (unless you adopt model articles in their entirety)
- Additional information if your application includes a sensitive word or expression
You may be unable to incorporate your selected company name if it is identical to another name on the registrar’s index of registered business names. There is an exemption to this rule if an existing company (or LLP or other entity on the index) is a member of the same group as yours and consents to the use of your proposed name.
How we can help
We have a proven track-record of helping clients with company formations. 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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It is important for you to be well informed about the issues and obstacles you are facing. However, expert legal support is crucial in terms of saving you money and ensuring you achieve a positive outcome.
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Disclaimer: This article provides general information only and does not constitute legal advice on any individual circumstances.
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