What is a certificate of incorporation?

A certificate of incorporation is an official document that confirms a company’s legal existence in the UK and details its name, registration number, incorporation date, and type. It’s an important document received as part of the incorporation process and is often needed when carrying out certain activities, like opening a bank account.

A certificate of incorporation is a document that’s issued to all limited companies, LLPs, and other business entities registered at Companies House.

Below, we explain the significance and purpose of the certificate of incorporation, what information you can find on it, and how to get one.

A certificate of incorporation is proof that your company is registered legally in the UK. Without it, many essential business activities simply can’t begin.

– Nicholas Campion, Director at 1st Formations

Why does a certificate of incorporation matter?

The certificate of incorporation matters because it confirms that a new company has been legally registered in the UK. Essentially, it’s a company’s equivalent of a birth certificate.

This document also allows private companies to trade and conduct business activities legally, such as:

• Opening a business bank account
• Buying or leasing property
• Conducting business abroad
• Entering into contracts

There are several instances where you might need to provide a copy of your certificate of incorporation. For example, when you apply for loans or grants for your business, or you’re looking to get a particular licence. You probably won’t need to refer to it very often, but it’s a good idea to have it to hand and ensure that it’s stored safely and securely.

What information is on a certificate of incorporation?

A certificate of incorporation will show the following details:

• Registered company name
• Company Registration Number (CRN)
• Where the company is registered (England and Wales, Wales, Scotland, or Northern Ireland)
• Date of incorporation
• Type of company (limited by shares, limited by guarantee, LLP, etc.)
• Issuing Registrar (Cardiff, Edinburgh, or Belfast)
• Legislation the incorporation has been formed under (e.g. Companies Act 2006, LLP Act 2000)
• Official seal of the Registrar of Companies (Companies House)
• Royal Coat of Arms

You’ll notice that there’s no expiration date or anything like that on the document. That’s because it doesn’t expire. Your certificate remains valid for as long as the company is active.

Companies House can add other information to your certificate of incorporation, such as the registered office address or director/company secretary details on request. You can also ask for a summary statement (formerly known as a “statement of good standing”) to be included on the document as long as:

• The company is up to date with its filing obligations
• You provide information about the company’s constitution, ownership, or control
• The company has the required number of officers (a private limited company with at least one natural director or a public limited company with at least two directors – one of which must be human – and a secretary)

Why does the company number appear as 7 digits on the certificate?

Companies registered today are assigned an 8-digit company number.

However, older companies (generally pre-March 2016) were assigned numbers of 9,999,999 or below, which are only 7 digits long. Depending on the source, you may see these displayed either as 7 digits (e.g. 1234567) or padded with a leading zero to make 8 digits (e.g. 01234567).

Certificate of incorporation vs other company documents

When you’re starting out in business, it can be easy to get confused between all the various documents.

A certificate of incorporation is different from your articles of association, memorandum of association, the confirmation statement, and a VAT certificate. Here, we explain the difference between the certificate of incorporation and these other commonly used documents.

Certificate of incorporation vs Articles of Association

Your articles of association are a standalone document that sets out the key rules on how your company is run and governed. They are the central part of your company’s constitution. You’ll need to file your articles of association with Companies House as part of setting up your company – or we can do that for you at 1st Formations. We also provide you with the articles themselves, so you don’t have to spend time drafting them.

The certificate of incorporation comes afterwards. You’ll be issued with your certificate when your company is officially accepted onto the register.

Certificate of incorporation vs Memorandum of Association

A memorandum of association is the formal written agreement by the founding members of the company to confirm their agreement to form the business. Again, it’s a document that you need to file so that you can become formally incorporated and we can provide this for you at 1st Formations.

Once you’ve filed all the relevant documents, you’ll be issued a certificate of confirmation, which, as the name suggests, confirms that you are officially registered as a company.

Certificate of incorporation vs Confirmation statement

The certificate of incorporation is a one-time document. It’s issued to confirm that the company exists.

The confirmation statement, on the other hand, is a document that you file annually. It confirms:

• The company’s shareholders, share trading status, statement of capital, and activities
• That the company’s future activities are lawful
• That the company is still required
• That all other information on the public record for the company is correct.

You have to file a confirmation statement every 12 months, even if nothing has changed.

Certificate of incorporation vs VAT certificate

You receive your VAT certificate from HMRC when you register for VAT. You might not do this straight away when you’re starting a new business, because it’s only mandatory for businesses that have a turnover of more than £90,000 in a 12-month period.

You receive your certificate of incorporation to prove that your company legally exists. You receive your VAT certificate to prove that your business is legally registered for VAT. This might be something that you do a little later on in your business venture.

When will you receive your certificate of incorporation?

Companies House will issue a certificate of incorporation as soon as they approve your company registration application.

If you register a company online, you’ll receive the certificate of incorporation in digital (PDF) format via email. This is typically within 24 hours of submitting an application.

• Company memorandum and articles of association
• How to take money out of a limited company
• What is a confirmation statement?

If you set up a company using a postal application, your certificate of incorporation will arrive by post a few days after Companies House approves your application. Postal applications take around 8–10 days to process, so it’s beneficial to register online.

I have lost my certificate – how do I get a replacement?

1. Companies registered through 1st Formations

If you formed your company via 1st Formations, you can download a copy of your certificate of incorporation by logging into your account on our website and clicking on ‘My Companies’ > Select your company from the list > Click on the ‘Documents’ tab. You’ll then be able to download your PDF copy of the certificate.

2. Companies House Service

You can download a copy of your certificate of incorporation through the Companies House Service. To find this, simply:

• Go to Companies House Service
• Enter your company name into the search box
• In the search results, click on your company name
• Select ‘Filing history’
• Scroll down to the bottom and select ‘View PDF’ next to Incorporation (you may need to navigate to the older pages to find this)
• You’ll find the certificate of incorporation on page one of the PDF

3. Certified copy from Companies House

You can order a certified copy of your certificate from Companies House by calling the contact centre on +44 (0)303 1234 500 and quoting the CRN of the company whose certificate you want.

The standard service costs £15.00 and issues a copy within 4 working days. A same-day service is also available for £50.00 (orders need to be received by 2 p.m.)

Read our blog on how to get a replacement certificate of incorporation for more information.

What happens if you change your company name?

If you change your company name, Companies House will provide you with a ‘certificate of incorporation on change of name’. Aside from the company name, all other details stated on the new certificate will be exactly the same as the original, including the company registration number and date of incorporation. You should keep copies of both the old and new certificates at your company’s registered office address.

Ready to begin?

The certificate of incorporation is a milestone in the life of a business because it officially confirms your position as a registered company.

Before you get there, though, there are a few hoops to jump through, such as the verifications of directors and filing key documents like the articles of association and the memorandum of association.

The easiest way to do all of this compliantly is to use a company formation agent like 1st Formations. Our All Inclusive Package will handle everything for you, so that you simply get presented with your certificate of incorporation without any hassle.