Everything you should know about the UK's certificate of incorporation

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If you live in the UK and want to start your own business, you may need to file for a certificate of incorporation. Uniwide Formations can offer professional business support to help you navigate this process from start to finish. As a business owner, however, it is also imperative that you understand and learn about the important certificates and documents required to set up your own company, including the certificate of incorporation.

This guide will illustrate all you need to know about a certificate of incorporation in the UK.

What is a certificate of incorporation and why might you need one?

A certificate of incorporation is issued when a business registers with Companies House. This is the UK’s registrar of companies. To operate legally in the United Kingdom, your business will need to register with this entity, which falls under the mitigation of the Department for Business, Energy and Industrial Strategy.

A certificate of incorporation is proof that your company has been added to the public register of companies. It shows that your company is a legal entity. Business owners require this certificate when separating their business matters from their personal finances. The document may be required when setting up a bank account for your company, as proof of your business entity prior to a monetary transaction or when seeking funding for your business.

The following list details some examples scenarios that may require this certificate:

  • Obtaining a loan from a bank or a debt financier
  • Seeking other means of funding, for example, securing investment from private equity investors
  • Trading of company shares to investors
  • Filing for taxes outside of the UK
  • Selling your business to another party
  • Registering as a vendor with your client
  • Changing the name of your business or restructuring the company
  • Purchasing property for your business
  • Setting up a division of your business overseas
  • Applying for various permits, grants or company licenses

It may also be required for other matters of due diligence undertaken by your business.

Information included in a certificate of incorporation

The document is irrefutable proof that all requisites of the Companies Act 2006 have been fulfilled by your company with regard to its registration.

The certificate of incorporation details important information about your company, including:

  • The company’s official full name and registration number
  • The type of company (limited or unlimited, public or private, limited by guarantee or shares)
  • In which location your company is registered (England and Wales, Wales, Scotland or Northern Ireland)
  • Date of incorporation
  • The UK Royal coat of arms and official seal of Companies House
  • Details of the company’s directors
  • An outline of how shares are allocated
  • The office address of your company

Some companies choose to have additional information included on their certificate of incorporation. This can include the names of the company’s directors and secretaries, a statement of good standing or the business’s objects. You may also choose to have the document legalised by the Foreign and Commonwealth Office (FCO) for use overseas.

What happens if you lose your certificate of incorporation?

Even if you do not need your certificate of incorporation on a day-to-day basis, you must ensure that it is safely stored in a place that you can access when required. This can be in a digital format or a hard copy. You will receive a digital copy of your certificate within a few hours of registration. The cost of a paper hard copy of your certificate is £15.00, and this will be posted to you. It can take several days for the certificate to reach you.

If you cannot locate your certificate of incorporation, the first thing you must do is check the email account that was used to register your company. If you are unable to locate the digital version of the document there, you should log into your account on Companies House to access your digital certificate. Search the register online for your company name and locate its “Filing History”. A PDF version of your certificate should be available for you to download.

If you enlist our services in filing for a certificate of incorporation in the UK, we will help you locate your lost document and even assist in requesting a replacement.

Frequently used terms to remember

To make transactions and processes as seamless as possible, business owners should familiarise themselves with a number of commonly used terms and documents.

The following terms will aid you:

Employer reference number (ERN). This is given to companies that have implemented PAYE (Pay As You Earn) for their employees. The first 3 digits identify the corresponding tax office. This is followed by a forward slash then characters that identify the tax office’s employer reference. It will look something like this: 321/AB456

VAT number. HMRC will issue a 9 digit number that starts with the prefix “GB”. Every company that registers for VAT will require this.

Unique taxpayer reference (UTR). This 10-digit code is used to identify your company for tax purposes, including tax refund claims and tax returns.

Company registration number (CRN). Companies House issues this when you register your business. It is automatically assigned upon the formation of your company.

How to obtain a certificate of incorporation in the UK

Now that you are fully aware of what a certificate of incorporation is and know why you need one, here is some information about how to obtain it.

This certificate is available to registered businesses. To register your company accurately and efficiently, it is important to collate all the below information.

The following steps will help you register your business with Companies House:

  1. Decide your company’s structure

Most entrepreneurs in the UK decide to form a “limited liability” company. This option is suitable for companies with more than one shareholder. If you are unsure about what this entails, information is available here. All companies must meet the requirements of the Companies Act 2006. It is possible for one or more people to form a company.

  1. Choose a name for your company

What your company will be called is one of the most important decisions you will make when starting a business. This will appear on your certificate of incorporation and on every document and piece of material with which your business is associated.

Choose a name that means something to you, is relevant to the market within which you will function and will be memorable to your client base. Ensure that the company name is available for use. You must also be aware that the use of certain words and terms are not permitted when naming a company.

  1. Set up an office address

This is a crucial step as your certificate of incorporation will be sent to this address, along with all other legal documents, marketing materials and communications. Since this address appears on public records, we recommend you make your registered office address different from that of your home address.

  1. Identify company roles, responsibilities and allocation of shares

To register your business, you will be required to submit details concerning any key roles within the company. These include the full name, date of birth, nationality and address of directors, shareholders and company secretaries. You will also be required to choose a standard industrial classification (SIC) code, which explains the nature of your business and its anticipated activities.

If your company has any persons with significant control (PSC), you must declare them. They may hold more than 25% of the shares or voting rights, or may have substantial control over the company’s decision-making process.

  1. Send your information to Companies House

Once you collated all your necessary documentation and information, you can send it to Companies House for approval. It can take up to five working days for Companies House to process your request. Many companies, however, are registered within the same day. After that, you will obtain your certificate of incorporation UK from Companies House.

Navigating your way through the challenges of registering and running a business takes hard work, patience and passion. Our team of professionals can help with the process every step of the way. Uniwide Formations offers a range of packages tailored to suit the needs of companies large and small. Contact us to find out more.

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