A guide to company documents

Shortly after setting up a company, you will receive a set of company documents – sometimes referred to as incorporation documents. These are extremely important and include the certificate of incorporation, memorandum of association, and articles of association.

You will receive your company documents by email or post, or both. It depends on your chosen method of incorporation (online or by post) and through whom you set up your company (a formation agent or Companies House).

We discuss all this in greater detail below, including the purpose of each document, when you might need to use them, where to store them, and what to do if you lose any of these documents.

The certificate of incorporation

The certificate of incorporation is the official document that verifies the legal formation and existence of a company or limited liability partnership (LLP). No business can legally operate as a company or LLP without first being in receipt of this document.

It’s a bit like a birth certificate, setting out the key particulars of the company or LLP, and proving its incorporation under the Companies Act 2006 or the Limited Liability Partnership Act 2000.

Companies House is responsible for issuing the certificate of incorporation, which will include the following information:

• Name of the company
• Company registration number
• Date of incorporation
• Company structure (e.g. private company limited by shares)
• Where the registered office is situated (England & Wales, Wales only, Scotland, or Northern Ireland)
• Incorporating registrar (Companies House Cardiff, Edinburgh, or Belfast)

The certificate will be signed by the incorporating registrar or authenticated by the registrar’s official seal.

It is good practice to keep a printed copy of your certificate of incorporation, in addition to storing a digital copy on your computer and in cloud-based storage.

The memorandum of association

The memorandum of association is a legal statement that all subscribers (initial shareholders or guarantors) of the company are required to sign.

By adding their names to the memorandum, each person is agreeing to:

• form a company under the Companies Act 2006
• become a member of the company
• take at least one share in the company (if the company is limited by shares)

If you register a company online, Companies House will create the memorandum of association upon approving your application.

However, if you choose to register a company by post, you must complete and post the applicable memorandum of association template with the application form.

There are two different memorandum templates – one for companies limited by shares, and one for companies limited by guarantee.

The wording of these templates is prescribed and must not be amended in any way. If you add or alter the wording, Companies House will reject your application.

Articles of association

The articles of association is a governing document that specifies the rules relating to the management and running of a company. You must choose your articles before submitting your application to form a company.

Companies House provides Model articles for both limited by shares and limited by guarantee companies. These standard default articles are prescribed by the Companies Act 2006.

The Model articles are suitable for the majority of new companies, providing useful guidance and, in some cases, a safety net. They are available to use whether you incorporate through a formation agent or at Companies House.

Alternatively, you can adopt Model articles with additional and/or amended provisions, or draft entirely bespoke articles of association. These options may be necessary if, for example, you are issuing different types of shares.

See also: Why are the articles of association so important?

If you choose to adopt the Model articles in their entirety, you simply need to indicate this on the application form by checking the relevant box. There is no need to attach a copy to your application.

However, if you make changes to the Model articles, or create bespoke articles from scratch, you must provide a copy for Companies House when you submit your company formation application.

If you do not specify which articles you wish to adopt, Companies House will automatically apply the Model articles for your company type.

Will I also receive share certificates or guarantor certificates?

Companies House does not provide share certificates or guarantor certificates. However, if you form a company through Rapid Formations, we will issue the appropriate certificate to every subscriber upon incorporation.

You will receive share certificates if you register a company limited by shares. These certificates, which serve as legal proof of ownership of shares in a company, will include the following information:

• Certificate number
• Registered company name
• Company registration number
• Registered office address
• Date of issue
• Share class (e.g. ordinary shares)
• Quantity of shares
• Shareholder’s name and address
• Nominal value of the share(s) (e.g. £1 per share)
• Amount paid on the share(s)

Digital share certificates are included with all of our limited by shares packages. You will also receive printed copies if you purchase our Compliance, All Inclusive, or Non-Residents package.

Our Limited by Guarantee Package - only £64.99

If you register a company limited by guarantee, you won’t receive any share certificates because this type of company does not have shares or shareholders. Instead, we will provide a guarantor certificate to every member (guarantor).

Each guarantor certificate will include the following information:

• Certificate number
• Registered company name
• Company registration number
• Name and address of the guarantor
• Date of issue
• Amount of guarantee (e.g. £1)

Our Limited by Guarantee Package includes both printed and digital (PDF) guarantor certificates.

What incorporation documents do I get if I set up an LLP?

If you set up a limited liability partnership (LLP) through Rapid Formations, you will receive a printed certificate of incorporation and a digital (PDF) copy.

We will also provide you with a digital (Word) draft LLP agreement, which you can complete in accordance with the LLP members’ wishes and return to us by email. We will then prepare two printed copies and send them to your registered office address by 1st class post.

Our Limited Liability Partnership Package - for only £69.99

Whilst there is no legal requirement to have a formal LLP agreement, we highly recommend putting one in place.

This will ensure that all key matters are discussed, agreed upon, and clearly set out in writing. For example, capital contributions, roles and responsibilities, decision-making, and the division of profit.

How and when will I receive my documents?

How and when you receive your company formation documents depends on how you choose to set up a company.

Company formation agent

If you register a company online through a formation agent like Rapid Formations, you will receive the following digital (PDF) documents via email:

• Certificate of incorporation
• Memorandum of association
• Articles of association (Model, amended, or bespoke)
• Share certificate(s) – if you set up a company limited by shares
• Guarantor certificate(s) – if you form a company limited by guarantee
• Draft LLP agreement – if you register an LLP

Within the same email, we will also provide you with the minutes of the first board meeting and your company’s unique WebFiling authentication code. You will need this code to use Companies House’s online filing system and Rapid Formations’ Online Client Portal.

We will send your documents to your email address of choice as soon as Companies House approve your application to incorporate a company.

Many of our company formation packages also include printed copies of these documents, including:

• Certificate of incorporation printed on Companies House approved paper
• Bound memorandum and articles of association
• Share certificate(s)
• Guarantor certificate(s)
• Completed LLP agreement

We send these printed and bound company documents via Royal Mail in our Rapid Formations presentation folder within one working day of incorporation.

Companies House

If you use Companies House’s online incorporation service, you will receive a digital (PDF) copy of your certificate of incorporation and the memorandum of association. These documents will be attached to the email confirming that your company formation has been accepted.

No other company documents will be provided. However, you can view and download copies of the certificate, memorandum, and articles by visiting Companies House online service or by signing into your WebFiling account.

To sign into WebFiling, you must provide your registered email address, password, and company authentication code.

If you register a company using the postal incorporation service, you will receive a printed copy of your certificate of incorporation and memorandum within approximately 10 days.

Storing your company documents

You should store all of your company documents in digital format for safekeeping. Many companies also keep printed copies in a loose-leaf folder at their registered office address or single alternative inspection location (SAIL) address.

With the exception of share certificates, guarantor certificates, and LLP agreements, companies and LLPs must make their incorporation documents available for public inspection.

Can the public view and inspect incorporation documents?

All company documents are a matter of public record, apart from share certificates, guarantor certificates, and LLP agreements. The same applies to your statutory company registers.

See also: What company information is available to the public? See also: What company records and registers do I have to keep?

Consequently, Companies House will place them on the public register of companies upon incorporation. Individuals, businesses, and organisations can view all of these documents for free using Companies House online search service.

When will I use my company documents?

There are many occasions when you may need to refer to your company documents, such as:

• Checking the company rules set out in the articles of association
• Amending provisions in the articles
• Providing a copy of the articles to a new director, member, or company secretary
• Checking the company registration number
• Issuing replacement share certificates or guarantor certificates
• Verifying subscribers’ details

You may also be required to provide copies of one or more of the documents to third parties in the following situations:

• Opening a business bank account
• Applying for a business loan
• Leasing commercial premises
• Registering for business rates
• Applying for licenses and permits
• Issuing new shares after incorporation
• Transferring existing shares from one person to another
• Purchasing business insurance policies
• Applying for grants and funding
• Using a new service provider
• Working with new suppliers
• Opening a trade account
• Registering a trade mark
• Selling the company

It is important to keep all company documents secure and easily accessible throughout the entire lifetime of the business. This ensures they are available to directors and members of the company whenever required.

What happens if I lose my incorporation documents?

Losing important documentation is always a nuisance, but it is easy to obtain copies of your certificate of incorporation, memorandum, and articles of association if they happen to go missing.

You can find copies of each of these company documents online by following these steps:

• Visit Companies House online search service
• Type your full company name in the search bar
• Select your company name from the list
• Click on ‘Filing history’
• Check the ‘Incorporation’ box next to ‘Filter by category’
• You will be presented with the file copy of your certificate of incorporation, statement of capital (if applicable), memorandum, and articles of association

If you used Companies House incorporation services, you can also find your documents by searching for the email that Companies House sent to you confirming the successful formation of your company. Your certificate of incorporation and memorandum will be included as attachments.

See also: Lost memorandum and articles of association? Here’s what to do. See also: I have lost my certificate of incorporation – what should I do?

If you register a company or LLP through Rapid Formations, it’s also really easy to get copies of the original incorporation documents, including your share certificates, guarantor certificates, or LLP agreement.

Simply search for the email we sent to you when your company was incorporated. All of your documents will be included as attachments. Alternatively, sign in to your account in our Online Client Portal, where you can view and download copies of each document free of charge.

Thanks for reading

If you have any questions about this topic or would like to speak to someone about setting up a limited company, please leave a comment below or get in touch with our company formation team.