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Thank for completing my personal tax at a very competitive rate.

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Private Limited Company: the incorporation documents

In the United Kingdom every company must be registered with Companies House which is the Registrar of companies as well as the government agency whose main function is to incorporate businesses in the UK and ensure that the document filings are maintained up to date.

Although the registration process has been simplified over the last few years, the use of a formation agent (such as GR Morgan Formations) is always recommended to cut the stress connected with the integral legal language of the incorporation and to provide guidance through the several stages of the set up.

Once the new company has been successfully registered, a set of documents will be issued consisting of: the certificate of incorporation, the memorandum of association and the articles of association.

Certificate of incorporation

It is the main proof that the company has been legally registered with Companies House and as such it can be shown to third parties that may require an evidence of the incorporation.

The details contained in the certificate of incorporation are:

  • The company’s official name
  • The unique company registration number
  • The date of incorporation (it is the official date of formation)
  • The jurisdiction in which its registered office is based (England and Wales; Scotland; Wales or Northern Ireland)
  • The type of company (limited by guarantees or by shares)
  • The company law of registration (currently the Companies Act 2006)
  • Details of the Registrar which has issued the document
  • Official Registrar’s seal
  • UK Royal Coat of Arms

The main uses of the certificate of incorporation range from the application for a bank account or a loan for the company to the research of any other type of funding for the business.

Memorandum of association

It is the document which sets up the company and its main purpose is to confirm the intention of the subscribers (i.e. the initial shareholders) to form a legal entity under the Company Act. The prescribed form has to be authenticated by each subscriber and contains a statement of compliance.

By the subscription to the memorandum of association the subjects involved also express the wish to become members of the new company as well as agree to undertake at least one share each of the share capital and be named on the document (private limited company by shares).