What Documents Do You Receive After Incorporating a UK Company?
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.
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:
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.
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.
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:
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.
The Articles of Association contain the company’s internal operating rules.
They may govern:
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.
A company limited by shares provides a statement of capital during incorporation.
This records information such as:
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.
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:
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.
The register of members records the company’s shareholders.
It should normally include:
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.
Depending on the company’s structure and circumstances, its records may include registers of:
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.
The approved incorporation filing and related documents will normally appear in the company’s public filing history.
These may include:
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.
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:
A one-director company should still document important decisions, even if there is no formal meeting involving several directors.
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 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.
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:
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.
No. Incorporating a company does not automatically register it for every tax.
The company may need to register separately for:
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.
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.
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:
Incorporation does not guarantee that an account application will be approved.
Depending on the package purchased, a formation agent may provide:
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.
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:
Confidential codes and personal information should not be stored in publicly accessible folders.
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.
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.