If you’re considering starting a limited company in the UK, one of the first steps you’ll need to take is understanding the company registration documents.
These documents are the backbone of your business, providing the legal framework for its operation. In this article, we’ll take a closer look at what these documents are, why they’re important, and how to go about obtaining them.
Understanding ‘Company Registration Documents’
When we talk about ‘Company Registration Documents’, we’re referring to a set of legal documents required to register a company in the UK. This term can be interpreted in two ways. First, it could mean the specific form that must be completed and sent to Companies House to register a company. Second, it could refer to this form, along with the memorandum and articles of association, and the certificate of incorporation. Both interpretations are correct, and we’ll be exploring all of these documents in this article.
The Documents Required for Company Registration
In the UK, most company types can now be formed online, either directly with Companies House or via a company formation agent. For the purpose of this article, we’ll focus on the private company limited by shares structure. This is the most popular type of company in the UK, with Companies House statistics showing that 93% of companies on the register are private limited companies.
To register a private company limited by shares, you’ll need to complete the IN01: Application to Register a Company form (or its online equivalent). The information you provide in this form will then inform the memorandum and articles of association, and the certificate of incorporation.
The IN01: Application to Register a Company Form
The IN01 form is a key document in the company registration process. It’s the form you’ll need to complete and submit to Companies House to register your company. The form asks for various details about your company, including its name, registered office address, details of directors and secretaries, and information about the company’s shares.
The information you provide in the IN01 form will then be used to create the memorandum and articles of association, and the certificate of incorporation. These documents are crucial to the operation of your company, as they set out the company’s constitution and provide proof of its registration.
The Companies House Company Registration Documents
When registering a company in the UK, you’ll need to use specific forms depending on the type of company you’re registering. Here’s a list of the forms required for different types of companies:
- Private company limited by shares: IN01: Application to Register a Company
- Private company limited by guarantee: IN01: Application to Register a Company
- Private unlimited company with share capital: IN01: Application to Register a Company
- Private unlimited company without share capital: IN01: Application to Register a Company
- Public limited by shares company: IN01: Application to Register a Company
- Limited liability partnership: LL IN01: Application for the Incorporation of a Limited Liability Partnership (LLP)
- Limited partnership: LP5: Application for Registration of a Limited Partnership in England, Wales or Northern Ireland
- Private fund limited partnership: LP7: Application for Registration of a Limited Partnership in England, Wales or Northern Ireland as a Private Fund Limited Partnership
Each of these forms serves a specific purpose and is designed to collect the information necessary to register the respective type of company.
The Memorandum of Association
The Memorandum of Association is a one-page document that confirms the agreement of the company’s subscribers (the initial shareholders) to form the company. It includes the company name, the names of each subscriber, the date of incorporation, and a statement confirming the subscribers’ wish to form a company under the Companies Act 2006 and to each take at least one share.
The Memorandum of Association is automatically generated upon the incorporation of the company using the information provided in ‘Part 9’ of the IN01 form, or its online equivalent. This document is a fundamental part of your company’s registration documents, serving as a record of the initial agreement to form the company.
In the next section, we’ll explore the Articles of Association, another key document in the company registration process. We’ll also look at the Certificate of Incorporation, which serves as official proof of your company’s registration.
The Articles of Association
The Articles of Association is a more detailed document compared to the Memorandum of Association. Its main purpose is to outline how your company will be managed. It covers a wide range of topics, including:
- Decision making within the company
- Rights, responsibilities, and liabilities of shareholders
- Duties of directors
- Procedures for issuing and transferring shares
- Distribution of profits
- Process for appointing and removing directors
When registering your company, you’ll have the option to use the Companies House model Articles of Association, which are suitable for most small businesses, or you can attach your own. If you decide to write your own articles, it’s a good idea to seek professional assistance to ensure they are correctly drafted. Incorrect articles can result in your registration application being rejected. Remember, it’s possible to update your company’s Articles of Association after the company has been formed.
The Certificate of Incorporation
Once your company has been successfully registered, you’ll receive a digital Certificate of Incorporation. This document is the official proof of your company’s incorporation and includes the following information:
- Company number
- Company name
- Date of incorporation
The Certificate of Incorporation is an essential document that you’ll need to keep safe, as it provides legal proof of your company’s existence.
Retrieving Your Company Registration Documents
If you happen to misplace your company registration documents, don’t worry. Copies are easy to locate and free to obtain, regardless of how your company was formed. If your company was formed online, you would have received an email with PDF versions of the Memorandum and Articles of Association and the Certificate of Incorporation. If you can’t locate this email, you can log in to your online company manager, select your company name, and download the documents from the ‘Documents’ tab.
If your company was not formed online, you can use the Companies House ‘Search the register’ tool to locate your documents. Simply enter your company name, select the correct name from the list, click the ‘Filing history’ tab, and select ‘View PDF’ next to the ‘Incorporation’ document. You’ll then be presented with your Certificate of Incorporation, completed IN01 form, and the Articles of Association.
Public Availability of Company Registration Documents
One important thing to note is that your company registration documents are publicly available. Anyone can use the Companies House search tool to view them. However, not all the information provided in the IN01 form is published. For example, the residential addresses of company directors are not made public.
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