How to Get a Certificate of Incorporation?

Fintech Harbor Consulting | How to Get a Certificate of Incorporation?
Reviewer: Bohdan Popovchenko
Reviewer: Illia Ivanko
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Certificate of Incorporation. What is it and how to get?

In your life, you have often come across the definition of a “certificate of incorporation”. Anyone who independently or through representatives (attorneys) created a business knows that in any process, there are primary documents that are continuously associated with the registration (establishment) of a business. In view of the above, we can say that the certificate of incorporation (or CoI) is a document confirming the creation of your firm.
You will receive a certificate of incorporation as a confirmation (fact) of the successful registration of your business with the Companies House.

What is a certificate of incorporation?

Certificate of Incorporation is an official document which will confirm the existence of your business and that it has been legally registered with the Companies House under the Companies Act 2006. The certificate contains the following information:
  • name and registration number of the legal entity;
  • date of registration of your business;
  • the type of business that is registered: a company with limited or unlimited liability. If the company is limited, whether it is limited by shares or limited by guarantee;
  • is it a private or public legal entity;
  • whether the registered office of the firm is located in England and Wales, Scotland or Northern Ireland;
  • Royal Coat of Arms.
The certificate must be signed by the registrar or affixed with the registrar’s official seal.
Fintech Harbor Consulting | How to Get a Certificate of Incorporation?

How to get a certificate of incorporation?

Now you know what is a company certificate of incorporation, then you will receive it when your legal entity is registered with Companies House.
Your CoI will be delivered to you in digital and/or paper format, depending on how you choose to set up your limited liability company.
If you register directly through Companies House, the registrar will send you a digital certificate by email (in case of online registration). Digital certificates are issued within 24-48 hours. In addition, the registrar can send a certificate in paper form by mail (if registration went through a paper application). Processing of mail applications takes at least 8-10 days. This means that you will receive a printed copy of your Companies House certificate of incorporation at your registered office within a few business days of registration.
If you use the services of an online formation agent, you will receive a digital PDF copy of your CoI by email. Your agent will send it to you as soon as Companies House approves your application. In practice, this process takes only 3-6 working hours. You may also receive a hard copy by mail if included in your formal package.

Preparing to receive certificate of incorporation

Before obtaining a certificate of incorporation of your business, there are a number of preliminary steps/procedures that must be completed, in particular:
  1. company formation: complete the legal entity formation process. You can set up a firm on your own or seek the help of a company formation agent.
  2. choose a business name: choose a unique and appropriate “name” for your business. The name must not be identical or too similar to existing firm names and must not contain prohibited words. Also, you need to make sure that the name you choose complies with the rules set by Companies House, the registrar of companies in the UK.
  3. register an office: You must have a registered office address in the UK where official legal entity documents can be sent. This can be either your business address or the provider’s registered office address. Remember that the address will be publicly available on the Companies House register, so choose your office carefully.
  4. draw up a Memorandum of association and Articles of association. These documents define the firm’s structure, goals and internal regulations.
  5. complete and submit Form IN01 – application to register business to Companies House. This form includes information about the firm, it’s directors, shareholders and share capital. Before submitting the form, carefully double-check all the information you provided.
  6. pay the Registration Fee: When you submit Form IN01, you will be required to pay the applicable registration fee. The amount of the fee depends on the submission method you choose and the processing speed.
  7. wait for the necessary registration deadlines: after the application is submitted, the processing time for obtaining a certificate of registration may vary. Online applications usually take around 24 hours. At the same time, applications in paper form are considered for several days. The Companies House will review the application and, if everything is in order, issue a certificate of incorporation.
After receiving your business certificate of incorporation, take care of opening a commercial account, registering for taxes (e.g. VAT, PAYE) and complying with other legal requirements.
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Instructions for receiving certificate of incorporation

There are different ways to get a certificate of incorporation.

Way 1

to obtain a certificate of incorporation, first apply through the Companies House Web Registration Service by following these steps, as follows:
action 1 – gather relevant information, which includes:
  • detailed information about the directors and secretaries of the business, indicating their full names, date of birth, address of residence, business address, nationality and occupation. Please, NOTE that the aforementioned proposed directors and secretaries must meet the minimum age of 16 years, not be bankrupt and not be disqualified by any government agency or court from serving as a director of the firm;
  • information about subscribers (shareholders and their shares);
  • Memorandum and Articles of Association;
  • 2 – 3 proposed business names;
  • office address.
action 2 – register with the web registration service. To do this, you need to enter your email address and remember your password;
action 3 – complete online applications. When filling out the online application form, provide correct (correct) information, including the proposed business name, office address, details of directors and other required information;
action 4 – pay the fee and get confirmation. Make a payment in any way convenient for you.
Finally, once your application has been received and reviewed, you will receive an email informing you whether it was accepted or rejected.

Way 2

you can also submit an application using the postal services. To do this, you will need to download the relevant forms from the Companies House portal, fill in the relevant information and send to the appropriate address as follows:

Registrar of Companies (England and Wales) Companies House, Crown Way, Cardiff CF14 3UZ, DX 33050, Cardiff.
Registrar of Companies (Northern Ireland) Companies House, 2nd floor The Linenhall, 32-38 Linenhall Street, Belfast BT2 8BG, DX481 N.R. Belfast 1.
Registrar of Companies (Scotland) Companies House, 4th floor, Edinburgh Quay 2, 139 Fountainbridge Edinburgh, EH3 9FF, DX ED235 Edinburgh 1.

Way 3

you can use the experience of a formation agent to register your firm, rather than submit documents yourself to Companies House. Formation agents are familiar with the requirements of Companies House and can handle the registration process efficiently and without delay.

In order to obtain a certificate of registration in the UK through a formation agent, it is necessary to collect the relevant constituent documents of the legal entity and provide them to the agent. The above documents must include the following:
  • proposed business name(s);
  • legal address;
  • information about the directors and secretaries of the legal entity;
  • information about shareholders and their shares.
After that, you need to pay the required fees and wait for registration confirmation.
Fintech Harbor Consulting | How to Get a Certificate of Incorporation?

What does a certificate of incorporation look like?

The certificate of incorporation includes the following elements:

1. Title

The document usually begins with a prominent title such as “Certificate of Incorporation” or “Certificate of Registration of a Company”;

2. Registrar Information

The certificate contains information about the Companies House, such as the name of the issuing authority and its official logo or seal.

3. Information about the business, namely

a. business name: the registered name of the legal entity displayed in a conspicuous place and confirming the fact of the official registration of business;
b. company number: this is a unique business registration number assigned by Companies House. This number serves as a company identifier and is used in the future in all official correspondence (when opening accounts, concluding contacts, etc.).
c. date of incorporation: indicates the official date of incorporation your business.

4. Legal Statements

The certificate may contain legal statements confirming that the legal entity has been registered in accordance with applicable laws and firm rules.

5. Signatures

The certificate may bear the signature of the registrar or other authorized officers of Companies House.
Each country may have its own specific requirements and templates for the certificate of registration. In any case, one thing remains unshakable, the company certificate of incorporation confirms the fact of registration of your business.

FAQ

The process of filing a Certificate of incorporation is usually done through Companies House, which is the official state registrar of companies. To file the Certificate of incorporation, the following steps must be taken:

  1. choose a suitable (unique) name for your business that complies with the naming rules established by Companies House. The business name you choose must not infringe trademarks or existing company names;
  2. determine the legal address of your firm, where all official correspondence will be sent;
  3. appoint a director/s and a company secretary;
  4. decide on the share capital (share structure of your business) and determine the number and value of shares to be issued;
  5. prepare the Memorandum of Association, which will set out the purpose and scope of the firm, as well as the Articles of Association, which will indicate the internal rules and regulations of the business;
  6. apply for registration through the Companies House website;
  7. pay the business registration fee.
    If the application and all the accompanying documents that you submitted were completed correctly, the Companies House will issue a Certificate of incorporation, which confirms the legal existence of your business.
Registration fees vary. Online registration costs £12, software: £10, by mail: £40. Same day registration fee: £30 (only for using the software).
  1. Physically (offline) from the Companies House
    You can order a certificate of incorporation directly from Companies House by calling their contact center or by visiting one of their information centers. Alternatively, you can receive digital copies of this certificate by e-mail.
  2. Online through the service of the Companies House
    The Companies House Service provides free online access to legal entity information and documents. To do this, you need to enter the name of your firm in the search field, select your company, go to “Filing History”, open a document labeled “Incorporation” and click “View PDF”. Alternatively, you can download a scanned copy of your original registration certificate.
  3. Through your company formation agent
    If, when registering a business, you contacted a company formation agent, you can get a new digital or paper copy of your Companies House certificate of incorporation by contacting him/his again.

The company Certificate of Incorporation contains the following information:

  • registered company name;
  • company registration number (CRN);
  • place of registration firm (England and Wales, Wales, Scotland or Northern Ireland);
  • date of incorporation;
  • type of business (limited by shares, limited by guarantee, LLP, Public Limited Company, etc.);
  • issuing Registrar (Cardiff, Edinburgh or Belfast);
  • the law under which the legal entity was established (e.g. Companies Act 2006, LLP Act 2000);
  • the official seal of the Registrar of Companies (Companies House);
  • royal coat of arms.
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