After incorporating a UK limited company, you will receive a certificate of incorporation confirming that the company legally exists.

You should also have access to the company’s memorandum and Articles of Association. Other important documents, including share certificates, statutory registers and initial board minutes, may need to be created by the company or its formation agent.

HMRC will normally send the company’s Unique Taxpayer Reference separately by post.

What is a certificate of incorporation?

The certificate of incorporation is the main document issued when Companies House approves the application.

It is official evidence that the company has been registered under the Companies Act 2006.

The certificate normally states:

  • Registered company name
  • Company number
  • Date of incorporation
  • Whether the company is private or public
  • Whether it is limited by shares or guarantee
  • Registered jurisdiction
  • Registrar’s authentication

The company does not legally exist until Companies House issues this certificate.

You may need the certificate when opening a business account, entering commercial agreements, applying for finance or registering with other organisations.

Is the certificate issued digitally or by post?

If the company was incorporated online, the certificate is normally issued electronically.

The applicant or formation agent may receive an email containing the certificate or instructions for accessing the approved registration documents.

A paper applicant may receive documents through the post.

The digital certificate should be downloaded and stored securely. It is sensible to keep copies in more than one protected location.

What is the memorandum of association?

The memorandum of association records the subscribers’ agreement to form the company and become its first members.

For a company limited by shares, each subscriber also agrees to take at least one share.

The memorandum normally includes:

  • Company name
  • Names of the initial subscribers
  • Subscribers’ agreement to form the company
  • Initial share commitments
  • Date of formation

When a company is registered using the standard online service, the memorandum is usually created automatically from the information entered in the application.

The memorandum becomes a historical formation document and cannot normally be amended after incorporation.

What are the Articles of Association?

The Articles of Association contain the company’s internal operating rules.

They may govern:

  • Directors’ decision-making powers
  • Board meetings
  • Shareholder voting
  • General meetings
  • Dividends
  • Share transfers
  • Conflicts of interest
  • Appointment and removal of directors
  • Different share classes
  • Distribution of assets

A company may adopt the standard model Articles or submit customised Articles.

The approved Articles should be stored with the company’s important records. A copy will normally also be available through the company’s public filing history.

What is the statement of capital?

A company limited by shares provides a statement of capital during incorporation.

This records information such as:

  • Number of issued shares
  • Share classes
  • Nominal value of the shares
  • Currency of the share capital
  • Amount paid or unpaid
  • Rights attached to each share class

The statement of capital is not the same as a share certificate. It describes the company’s overall issued share capital at the time of registration.

The company should check that the statement accurately reflects the intended ownership structure.

Do you receive share certificates?

Companies House does not normally issue share certificates.

The company is responsible for preparing and issuing a share certificate to each shareholder. A formation agent may include digital or printed certificates in its incorporation package.

A share certificate normally states:

  • Company name and number
  • Shareholder’s name
  • Number of shares held
  • Class of shares
  • Nominal value
  • Certificate number
  • Date of issue
  • Authorised signatures or authentication

The company must generally have the certificates ready for delivery within two months after the relevant shares are allotted.

A share certificate is evidence of ownership, but the company’s register of members is the primary legal record of who owns its shares.

What is the register of members?

The register of members records the company’s shareholders.

It should normally include:

  • Shareholder’s name
  • Shareholder’s address
  • Date they became a member
  • Date they ceased to be a member
  • Number and class of shares held
  • Amount paid or unpaid on those shares

Companies House does not normally send a completed internal register of members to the company.

The directors must ensure that the register is created, maintained and updated. Failure to keep an accurate register can create serious problems during a share transfer, investment, sale or shareholder dispute.

What other statutory registers are required?

Depending on the company’s structure and circumstances, its records may include registers of:

  • Members
  • Directors
  • Directors’ residential addresses
  • Secretaries
  • People with significant control
  • Charges or security interests
  • Share allotments and transfers

Some information is also held on the public Companies House register, but that does not remove every internal record-keeping responsibility.

A formation agent may provide a statutory register as part of its package. If not, the company should create and maintain the required records itself.

Do you receive the incorporation application?

The approved incorporation filing and related documents will normally appear in the company’s public filing history.

These may include:

  • Incorporation application
  • Initial director details
  • Registered office information
  • Initial shareholder information
  • Statement of capital
  • PSC information
  • Memorandum
  • Articles of Association

The directors should review the public record after incorporation to confirm that the information is correct.

If an error is found, it may need to be corrected through the appropriate Companies House procedure.

Do you receive initial board minutes?

Companies House does not issue board minutes.

The directors should prepare minutes of the company’s first board meeting or a written board decision.

Initial board records may cover:

  • Confirmation of incorporation
  • Approval of share certificates
  • Confirmation of the shareholders
  • Appointment of the company’s bank
  • Accounting reference date
  • Appointment of professional advisers
  • Tax registrations
  • Business contracts
  • Statutory registers
  • Company record-keeping arrangements

A one-director company should still document important decisions, even if there is no formal meeting involving several directors.

What is the Companies House authentication code?

The company authentication code is a six-character code used to authorise online filings.

It performs a similar function to an electronic signature and should be protected carefully.

The code is different from:

  • The company number
  • A director’s Companies House personal code
  • A Government Gateway user ID
  • The company’s Corporation Tax UTR

The authentication code can be requested through Companies House and is sent by post. It may take up to 10 working days to arrive.

Anyone with access to the code may be able to submit changes to the company’s record. It should therefore be treated with similar care to a bank card PIN.

Do you receive a Corporation Tax UTR?

HMRC normally sends a newly incorporated company a 10-digit Unique Taxpayer Reference, commonly called a UTR.

This is separate from the Companies House incorporation documents.

The UTR is normally sent by post to the company’s registered office, often within approximately 15 working days. Delivery may take longer in some circumstances.

The company may need its UTR to:

  • Access Corporation Tax services
  • Register that it has started trading
  • File a Company Tax Return
  • Communicate with HMRC
  • Authorise an accountant or tax adviser

The UTR is confidential and should not be displayed publicly.

If it does not arrive, the company should check that its registered office is correct and request the UTR through the appropriate HMRC service.

Do you automatically receive VAT or PAYE documents?

No. Incorporating a company does not automatically register it for every tax.

The company may need to register separately for:

  • VAT
  • PAYE
  • Construction Industry Scheme
  • Other taxes relevant to its activities

VAT and PAYE registration documents are issued only after the relevant application has been approved.

Not every company needs to register for VAT or PAYE immediately.

Do you receive a company seal?

No. A company seal is not normally issued by Companies House and most UK private companies are not required to have one.

A formation agent may offer a company seal as an optional product, but it is not generally necessary for ordinary company administration.

Do you receive a business bank account?

No. A business account is not automatically created when the company is incorporated.

The company must apply separately to a bank or payment provider.

The provider may request:

  • Certificate of incorporation
  • Articles of Association
  • Shareholder information
  • PSC details
  • Director identification
  • Proof of address
  • Business plan or website
  • Expected turnover
  • Source of funds
  • Customer and supplier information

Incorporation does not guarantee that an account application will be approved.

What documents may a formation agent provide?

Depending on the package purchased, a formation agent may provide:

  • Certificate of incorporation
  • Memorandum
  • Articles of Association
  • Share certificates
  • Statutory register
  • First board minutes
  • Company summary
  • Registered office agreement
  • Director service address agreement
  • Printed company folder

These additional documents are not necessarily issued by Companies House.

The directors should check which documents are included and whether any address or support services renew automatically.

How should company documents be stored?

Important company documents should be stored securely and remain accessible to the directors.

The company may maintain electronic or paper copies, provided it complies with the applicable record-keeping requirements.

Important records normally include:

  • Certificate of incorporation
  • Memorandum and Articles
  • Share certificates
  • Register of members
  • Other statutory registers
  • Board minutes
  • Shareholder resolutions
  • Accounting records
  • Tax correspondence
  • Business contracts
  • Companies House authentication code
  • Corporation Tax UTR

Confidential codes and personal information should not be stored in publicly accessible folders.

Can you obtain replacement incorporation documents?

Many company documents can be downloaded from the public Companies House register.

If a certified certificate or certified copy is required, it can normally be ordered separately from Companies House for a fee.

A replacement share certificate must be issued by the company rather than Companies House. The directors should follow the Articles and record why the replacement was issued.

Final answer

After incorporating a UK company, the main official document you receive is the certificate of incorporation. You should also have access to the memorandum, Articles of Association, statement of capital and approved incorporation filing.

Share certificates, statutory registers and initial board minutes are normally created by the company or its formation agent.

The Companies House authentication code and Corporation Tax UTR arrive or are requested separately and should be stored securely.

This article provides general information and does not constitute legal, tax or financial advice.

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