Certificate of incorporation
- What information is included on a certificate?
- What does a certificate look like?
- When and how do I receive my certificate?
- When will I use this certificate?
- What is a Companies House registration number?
- When is a company registration number required?
- What happens if I lose my certificate of incorporation?
- Do I get a new certificate if I change my company name?
A certificate of incorporation is a legal document that Companies House issues to all limited companies (and LLPs) upon their official registration in the United Kingdom. The purpose of the certificate is to confirm that a company legally exists and is permitted to trade.
What information is included on a certificate?
Each certificate of incorporation will include the following details about a company:
- Registered name in full, including ‘Limited’/‘Ltd’ or ‘Limited Liability Partnership’/‘LLP’
- Companies House registration number
- Date of formation
- Jurisdiction of incorporation and situation of registered office - England and Wales, Wales only, Scotland or Northern Ireland
- Incorporating legislation - Companies Act 2006 or Limited Liability Partnership Act 2000
- Issuing registrar - Cardiff, Edinburgh or Belfast
What does a certificate look like?
In its printed form, a certificate is an A4 portrait document. In its electronic format, it will appear as a portrait PDF document. The Royal coat of arms is situated at the top of the certificate. Your company’s particulars will be stated underneath. The Companies House logo will be situated at the bottom of the certificate.
When and how do I receive my certificate?
Your certificate of incorporation will be issued as soon as your company formation application is approved by Companies House. If you submit your application online, either directly to Companies House or through a company formation agent, you will receive the certificate immediately by email. If you send a postal application form to Companies House, your certificate will be posted out to you on the day your company is registered.
When will I use this certificate?
Your certificate may be required in a number of situations. The first time you will be asked to provide it will probably be when you open a business bank account, because the bank will require evidence of your company's legal existence. You will also have to provide the certificate when you sell shares to new investors, apply for any type of funding or loan, set up an overseas branch of your company and register for overseas taxes.
In most other types of situations, you will only have to provide your company name and registration number, rather than the certificate itself.
What is a Companies House registration number?
Also known as a ‘Company Registration Number’, or ‘CRN’, it is a unique number that Companies House assigns to a company upon its incorporation. No two numbers are the same - they are used as a means of identifying each company.
CRNs are made up of eight numbers or two letters followed by six numbers. In general, any company that is incorporated in England and Wales will be given a CRN beginning with ‘0’ (zero). Companies registered in Scotland are issued with CRNs beginning with ‘SC’, and limited liability partnership CRNs usually start with ‘OC’.
When is a company registration number required?
You will require this number on many different occasions during the life of your company, including:
- Setting up a business bank account
- Registering your company with HMRC for business taxes
- Paying taxes and sending tax returns to HMRC
- Registering as an employer
- Changing your company’s registered details at Companies House and HMRC
- Submitting annual accounts and annual returns to Companies House
- Selling shares and issuing share certificates
- Issuing dividends to shareholders
- Registering your company as a charity
It is also a legal requirement to disclose your CRN on all forms of official business stationery, including emails and websites.
What happens if I lose my certificate of incorporation?
If your company formation was carried out online, there should be a PDF copy of your certificate attached to an email that was sent by Companies House or your company formation agent immediately after incorporation. If you cannot find this email, you can access the digital version of your certificate by signing into Companies House WebFiling or the online account you have with your company formation agent.
If you are unable to access the digital certificate, you will have to call or email Companies House to request a replacement. You will be asked to provide your company name and registration number as verification.
Do I get a new certificate if I change my company name?
If you change your company name after incorporation, Companies House will issue a ‘Certificate of Incorporation on Change of Company Name’. However, this does not replace your original certificate - it must be used in conjunction with your original certificate because it will only state the date your company name was changed, not the date of incorporation.
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