Company formation documents are the key pieces of documentation that you will need to keep and refer to, following the successful registration of your company with Companies House. There are three of these documents in total: the certificate of incorporation, memorandum of association and articles of association.
Certificate of incorporation
Once a company is officially incorporated, it becomes a separate legal entity from its owner(s) and is added to Companies House’s public register of companies. Companies House will issue a certificate of incorporation detailing basic information about the company including the official name, the date of incorporation and the company registration number.
This is the official ‘birth certificate’ of the company, which you may need as evidence of your company’s existence, such as when setting up a business bank account.
Articles of association
All companies must have a set of articles of association, which is the constitutional ‘rule book’ on how a company should be run. These are submitted to Companies House with your incorporation application, after which they should be safely stored for the directors and shareholders to refer to.
Most companies use the ‘model articles’ as their articles of association, which are essentially the ‘default’ articles option, prescribed by the Companies Act 2006. It is possible, however, to use an amended set of the model articles, adjusted to suit the company’s needs, or to use a unique set of articles.
If you choose to use a company formation agent to set up your limited company, you will most probably be given the choice of using ‘model articles’ provided by the agent, or using a facility to upload your own custom articles for inclusion in your new company application.
Memorandum of Association
The memorandum of association is also submitted to Companies House with your new company application details. When a company is formed, the memorandum becomes a historical document that lists the initial members of the company (the ‘subscribers’), and should be stored with the company’s records.
The memorandum confirms that the subscribers agree to form a company under the Companies Act 2006 and agree to become a member of the company by either taking up 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).
Where do I get my company formation documents from?
If you register through a company formation agent, they will send you a copy of your memorandum, articles of association and certificate of incorporation once your company has been formed. The documents may be in a digital format delivered by email, or hardcopy documents delivered by post – dependent upon the service level of the company formation package you purchased.
If you register directly with Companies House, you will receive an automated email containing a digital copy of your certificate of incorporation, as soon as registration has taken place.
Where should I store my company formation documents?
You should keep your company formation documents safe in your company register. Your company register is usually a loose leaf folder holding your company’s records that is stored at your company’s registered office, or single alternative inspection location (SAIL) address, if you have one.
This is so the documents can be made available for inspection. Your company formation documents are also available to view on the public register, at Companies House Service.
I have lost my company formation documents, can I get replacements?
If you are a customer of Quality Company Formations, you can log in to your Online Customer Portal to view or print pdf versions of your company documents – free of charge. Replacement hardcopy documents can be ordered online for a small charge in the Shop area of your Customer Portal.
It is also possible to obtain digital replacements or hardcopy documents, for a fee, through Companies House Service, or by telephoning the Companies House Contact Centre. Alternatively, a file copy of your documents can be downloaded for free from the filing history of your company on Companies House Service.