Certificate of incorporation Definition

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What does Certificate of incorporation mean?

On the incorporation of a company at companies house, the registrar of companies will assess the documents that have been filed and, if satisfied that the registration requirements of the CA 2006 have been complied with, will register the documents and issue a certificate of incorporation (CA 2006, ss 14–15). The certificate of incorporation will detail the company’s name and unique registration number, the date of incorporation, whether the company is public or private and whether it is unlimited, limited by shares or limited by guarantee, and the location of the company’s registered office. The certificate is conclusive evidence that the company has been incorporated in compliance with the requirements of the CA 2006 and that the company is duly registered.

View the related checklists about Certificate of incorporation

Incorporating a private company limited by shares—checklist

Incorporating a private company limited by shares—checklist For full details on the incorporation of a private company limited by shares, see Practice Note: Incorporating a company. Matter to be considered or step to be taken Companies Act 2006 (CA 2006) reference (if applicable) Tick box when step complete or matter considered Preparing to incorporate a private company limited by shares Will the company be tailor-made on incorporation or purchased 'off the shelf'? If the company is to be 'tailor made', proceed with the rest of the considerations and steps within this checklist. N/A Who are the initial shareholders (also known as subscribers)? There may be just one subscribing shareholder. CA 2006, ss 9–10 Who are the initial directors of the company? A private company may have a sole director. CA 2006, ss 9, 154 Will the company appoint a company secretary? Private companies are not required to have secretaries. CA 2006 ss 270, 271 Is the company adopting its own, bespoke articles of...

Shipping finance registration—checklist

Shipping finance registration—checklist This checklist covers the steps and documents required in order to register a ship on the UK Ship Register. Eligibility The following persons are qualified to be the owners of ships to be registered on Part 1 of the register (Merchant or Pleasure vessel) or the charterer on Part 4 of the register (Bareboat Charter): • British citizen • Non-UK nationals exercising their right of freedom of movement of workers or right of establishment under Article 48 or 52 of the EEC Treaty or Article 28 or 31 of the EEA Agreement • British Dependent Territories citizen • British overseas citizen • Persons who under the British Nationality Act 1981 are British subjects • Persons who under the Hong Kong (British Nationality) Order 1986 are British Nationals (Overseas) • Commonwealth citizens • Citizens of a country listed in Schedule 6 • Non-UK nationals who are settled in the UK • Bodies corporate incorporated in a Commonwealth state • Bodies corporate incorporated in a country listed in Schedule...

Re-registration of a private limited company as an unlimited company

Re-registration of a private limited company as an unlimited company What is an unlimited company? An unlimited company is a company whose members are not limited in their liability to contribute to the obligations of the company on winding-up. An unlimited company cannot be a public company. It may or may not have a share capital (eg, a private company limited by guarantee may be re-registered as an unlimited private company without a share capital). For details, see Practice Note: Unlimited companies. Why re-register as an unlimited company? The members of unlimited companies do not benefit from one of the deemed key advantages of incorporating a company (as opposed to trading as self employed or as a partnership): limited liability. For this reason, unlimited companies are not very common. Companies House statistics show that only some 4,100 of the nearly 4.5 million companies and other corporate bodies registered in the UK are private unlimited companies. However, there are still two key reasons why people might opt to...

Setting up a company—training materials

Setting up a company—training materials These training materials consist of template PowerPoint slides that can be used as the basis of one or more training seminars in relation to setting up a company. The materials will assist legal advisors and company secretaries in preparing a presentation, and provide a link to other useful materials and guidance. It is anticipated that those providing training will use these slides as a helpful starting point for their presentations and then amend them accordingly to reflect their particular circumstances. Click the link below to download the training presentation. Contents • Basic options • Private companies limited by shares: ◦ documentation ◦ constitution ◦ company name ◦ electronic communication ◦ share capital • Additional requirements for public companies • Certificate of incorporation • Tailoring a shelf company Summary This seminar covers the key steps and considerations when forming a company limited by shares. The slides are intended for a general rather than specialist

Discover our 81 Practice Notes on Certificate of incorporation

Board minutes—private limited company—first meeting

Board minutes—private limited company—first meeting company number: [insert number] [INSERT COMPANY NAME] LIMITED Minutes of a meeting of the board of directors (the Meeting) of [insert full name of company] (the Company) Held at [insert place of meeting] On [insert day, month and year of meeting] at [insert time of meeting][am OR pm] Present: [Insert names of the director(s) physically present][[Insert names of any directors present by telephone as permitted by the Company’s articles of association] (by telephone)] [[Insert names of any directors present by other means permitted by the Company’s articles of association] by [insert other means]] [ In attendance:] [[Insert name of anyone in attendance, who does not count towards the quorum for the Meeting (eg the company secretary, any advisers)]] 1 Chair, notice and quorum [Insert name] was appointed Chair of the Meeting. The Chair reported that proper notice of the Meeting had been given in accordance with the Company’s articles of association (the Articles) and that a quorum was present. Accordingly,...

Share purchase agreement—pro-buyer—corporate seller—conditional—long form

Share purchase agreement—pro-buyer—corporate seller—conditional—long form This Agreement is made on [insert day and month] 20[insert year] Parties 1 [Insert name of selling corporate entity] incorporated in [England and Wales OR [insert country of incorporation] OR with registered number [insert company number] whose registered office is at [insert address] (the Seller); 2 [Insert name of purchasing corporate entity] incorporated in England and Wales OR [insert country of incorporation] OR with registered number [insert company number] whose registered office is at [insert address] (the Buyer), and 3 [Insert name of guarantor entity] incorporated in England and Wales OR [insert country of incorporation]] with registered number [insert company number] whose registered office is at [insert address] (the Guarantor) [(each of the Seller, the Buyer and the Guarantor being a Party and together the Seller, the Buyer and the Guarantor are the Parties).] Background (A) The Company (as defined below) is a private company limited by shares and is incorporated in [England and...

Dive into our 48 Precedents related to Certificate of incorporation

Is it necessary to include the certificates of incorporation for corporate clients in anti-money laundering records, or is the electronic verification sufficient on its own?

Is it necessary to include the certificates of incorporation for corporate clients in anti-money laundering records, or is the electronic verification sufficient on its own? CDD requirements for corporate clients The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (MLR 2017), SI 2017/692, as amended, require that where the client is a body corporate you must: • obtain and verify: ◦ the name of the body corporate ◦ its company number or other registration number ◦ the address of its registered office, and if different, its principal place of business • take reasonable measures to determine and verify: ◦ the law to which the body corporate is subject, and its constitution (whether set out in its articles of association or other governing documents) ◦ the full names of the board of directors (or if there is no board, the members of the equivalent management body) and the senior persons responsible for the operations of the body corporate Further/differing requirements apply where the client is...

We have been instructed by a company who are a party to a lease. Recently, the company has changed its name. We are instructed to change the company’s name on the lease. How should we go about making this amendment?

We have been instructed by a company who are a party to a lease. Recently, the company has changed its name. We are instructed to change the company’s name on the lease. How should we go about making this amendment? A company which has changed name is still the same legal entity. Therefore, a deed to ‘vary’ the lease is not appropriate as the party to the lease remains the same. This is essentially simply a due diligence issue in terms of there being a paper trail for anyone who may be dealing with the lease in the future to be able to easily ascertain who the parties are. Where a company is party to a lease, the lease will usually state the company number (as Precedent leases do) for this very reason. Then, if any, new certificate of incorporation on change of name issued by Companies House is kept with the deeds it will be easy to ascertain that there has simply been a change...

See the 10 Q&As about Certificate of incorporation

Question of the week: Is it necessary to include the certificates of incorporation for corporate clients in anti-money laundering records, or is the electronic verification sufficient on its own?

This Q&A considers client due diligence (CDD) requirements under the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (MLR 2017), SI 2017/692, as amended, for corporate clients, and associated record-keeping requirements, particularly in relation to electronic verification.

Wrongly completed application to tribunal not fatal to right to manage claim (Assethold v 20 Upper Wickham)

Property analysis: The Upper Tribunal (Lands Chamber) (UT) held that an application to the First-tier tribunal (FTT) for confirmation that a right to manage (RTM) company was entitled to acquire the RTM was valid, despite the fact that one of the tenants, a director of the RTM company had put his own details in one of the sections, when he should have put the RTM company’s details.

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