UK companies may be required to provide a Certificate of Good Standing for matters relating to overseas business. Issued by Companies House, the document provides information and data about a particular business. The certificate details will be those on the public register at the time of issue.
The Certificate of Good Standing is used to confirm that a UK limited company is up to date with its regulatory and statutory obligations. It also shows whether the company is approved to conduct international business.
The Certificate of Good Standing in the UK is explained in this article and information on how to order one for a limited company is provided.
What is the purpose of a Certificate of Good Standing in the UK?
A Certificate of Good Standing confirms that a company is incorporated and approved to conduct business in certain countries or states. In some nations, it may be referred to as a Certificate of Authorization or Certificate of Existence.
In the UK, this document must be requested from Companies House. Some of the details it provides include:
- Information on how long the limited company has been in existence
- Whether the company has adhered to all statutory filing requirements
- Confirmation that no fees and charges are associated with the business
The Certificate of Good Standing also points that there are no pending legal actions against the company and is signed by an official at Companies House. The document is internationally recognized and widely requested by banks and foreign organizations.
Why might I need a Certificate of Good Standing in the UK?
A UK limited company may require a certificate in these circumstances:
- To set up a business bank account overseas
- To trade overseas
- To open an overseas branch, office or to launch an offshore business
- To open a UK corporate bank account for a company that only has overseas directors
- To enter into large contracts with foreign companies
- To confirm its credibility
- To provide lenders, investors, suppliers and potential clients with specific information regarding any possible future investments
The Certificate of Good Standing must be shown to the relevant authorities in the specific country, state or province. Even companies solely based in the UK may be asked by lenders, banks, potential business partners or investors to show their Certificate of Good Standing.
Recently formed companies or those with up-to-date filing requirements are deemed to be in good standing. The same can be said if the company has no outstanding documents or fines.
What information will be outlined in a Certificate of Good Standing?
A Certificate of Good Standing UK contains the company’s name and number, name of directors and secretaries, the registered office address and date of incorporation. The certificate will also confirm that the company has adhered to all statutory filing requirements and that it has been in existence since incorporation.
A statement confirming that Companies House is not taking any action regarding the company will be included and state that the company is not in liquidation. The objects of the company and any company name changes will be outlined.
Certificates of Good Standing do not include details or information relating to shareholders, capital or shareholdings. A company must complete a confirmation statement and request that Companies House certify this if this information is required.
How do I request a certificate?
Only companies incorporated and listed at Companies House can order a Certificate of Good Standing. This means that it can be requested after the UK limited company has existed for just a few days.
In the UK, the certificate will be issued by post and sent to the registered office address of the company. An electronic certificate is possible, but it will not include the signature from a
Companies House official. Electronic certificates are not always appropriate but might be allowed depending on the reason for the request.
UK limited company directors can request a Certificate of Good Standing by visiting the Companies House website. It typically costs £15 for standard delivery or £50 for same-day delivery.
Could a Certificate of Good Standing request ever be refused?
Yes, a certificate request would be refused in the following circumstances:
- Insufficient information regarding the ownership or constitution of the company has been supplied to Companies House.
- The company does not have the correct number of officers or directors. At least one director, over the age of 18, is required for a private company and at least two directors and one secretary are necessary for public companies.
- The company is not updated with the confirmation statement, formerly called annual statement, or annual accounts.
Each reputable UK certificate is valid for three months. Companies must request another one if needed when that time has passed.
Am I legally required to have a Certificate of Good Standing to run my business?
The answer to this question for most UK businesses is no. It is likely that you may need to obtain a Certificate of Good Standing if overseas trading is crucial for your business or it has been requested by a third party.
Although not strictly necessary, many businesses decide to request a Certificate of Good Standing in the UK. It shows that a company’s filings are up-to-date and that they are meeting regulatory requirements.
Many believe that having a certificate will provide customers, investors and suppliers with greater confidence, even if the certificate is not required for business purposes; it validates that the company is in good working order and a reliable partner.
How to legalise a Certificate of Good Standing
The certificate of good reputation must be legalised with the Foreign and Commonwealth Office if the the document is to be used abroad. This will mean that the document has the same legal weight as it does in the UK. This is because companies outside of the UK will usually require official documentation to be verified.
This is known as arranging for an apostille. During the process, the required authorities sign and stamp the Certificate of Good Standing, authenticating it for use in foreign countries.
The document is not official if the only copy of Certificate of Good Standing possessed is electronic. For the Companies House document to have legal weight, a signature or seal of a UK public official is required. A paper copy of the certificate must be signed by an official.
Frequently used terms to know and remember
Business owners should familiarize themselves with a number of frequently used phrases and documents to make applying for a Certificate of Good Standing easier. They include:
- Statement of good standing — A statement saying the company is up to date with filing requirements and that fines are associated with it.
- Legalisation — The act of officially verifying the Certificate of Good Standing for it to be used and accepted in other countries.
- Company objects — This details the purpose and range of activities relating to the UK limited company.
- Company number — This is the number that Companies House issues when a business is registered. It is allocated automatically when a company is incorporated.
- Certificate of Authorization or Certificate of Existence — Other names that are used to describe a Certificate of Good Standing.
How can Uniwide Formations help
If you are looking for help obtaining a Certificate of Good Standing in the UK, Uniwide Formations can assist. We have years of expertise assisting businesses in obtaining legalisation and ensuring that their documents are up to date and compliant with all necessary criteria.