Company formation documents are the key pieces of documentation issued after the successful registration of a new limited company. You must retain these important documents, ideally at your registered office address, because you will need to refer to them throughout the lifetime of your company.
There are three company formation documents in total: the certificate of incorporation, the memorandum of association, and the articles of association.
Certificate of incorporation
When a company is incorporated, it becomes a separate legal entity that is distinct from its members (shareholders/guarantors). Details of the company are added to the public register of companies, which is maintained at Companies House and made available online.
Companies House will also issue a certificate of incorporation detailing basic information about the company, including its registered name, date of incorporation, and company registration number (CRN).
This certificate proves that the company exists and has been incorporated in accordance with the Companies Act 2006. You will need to refer to it on a number of occasions and provide a copy when setting up a business bank account, applying for business loans or grants, and creating trade accounts.
Articles of association
All limited companies must have a set of articles of association, which is the constitutional ‘rule book’ on how the company should be run. The articles are submitted to Companies House with the incorporation application, after which they should be safely stored at the company’s registered office (or SAIL address).
Most companies use ‘model articles’. This is the default version prescribed by the Companies Act 2006. It is possible, however, to amend the standard model articles to suit your company’s needs. Alternatively, you can create a unique set of articles.
If you use a company formation agent to set up your limited company, you will likely be given the choice of using ‘model articles’, which the agent will supply, or uploading your own custom articles to include with your application to register a new company.
Memorandum of Association
The memorandum of association is also submitted to Companies House with your company registration application. Upon incorporation, the memorandum becomes a historical document that records the names of the first members of the company (the ‘subscribers’). This document 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 become members of that company by either taking 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 when your company has been formed. These documents may be in digital format delivered by email, or hardcopy documents delivered by post. It simply depends on what’s included in 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 your company is registered.
Where should I store my company formation documents?
You should keep your company formation documents safe with your company register. Most companies maintain this register in a loose-leaf folder that is kept at their registered office or single alternative inspection location (SAIL) address.
Most of the documents kept in this folder are available for inspection by the public, including your company’s register of members, register of directors, and register of People with Significant Control (PSCs).
Your company formation documents and the information in your company registers are also available to view online via 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.