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How to Obtain a Certificate of Incorporation and Apostille


Simon Colwill - April 26, 2024 - 0 comments

The Certificate of Incorporation is a legal document issued to businesses in the UK when they become a limited company and a separate entity from the directors and shareholders. It legally confirms that the process of incorporation has taken place, validating the existence of a company, and its ability to enter into contracts, open bank accounts, apply for grants and much more. 

Having a Certificate of Incorporation alone may not be sufficient, however, for businesses that plan to trade overseas and carry out business abroad. In these cases, you will also need to have your certificate apostilled and legalised by notaries. MSC Notaries run through what the Certificate of Incorporation contains, when it’s needed, and how you can obtain an apostille stamp to use it abroad.

What is the Certificate of Incorporation?

A Certificate of Incorporation is an official document issued to all limited companies by Companies House when they become newly registered. The document’s purpose is to certify and confirm that the company exists as a separate legal entity from its owners and shareholders. 

The document outlines key information about the company such as the company name, the date of incorporation, the company registration number and more. 

What information is included in a Certificate of Incorporation?

A Certificate of Incorporation includes a range of key information and details about the newly registered company, including but not limited to:

  • Registered company name
  • Company registration number (otherwise known as the CRN)
  • Location where the company is registered (for example, whether this is England, Wales, Scotland, or Northern Ireland)
  • Date of incorporation
  • Type of company (for example, whether it is a public limited company, limited by shares or guarantee, or an LLP)
  • Location of the issuing registrar (for example, Cardiff, Edinburgh, or Belfast)
  • Legislation that the incorporation has been formed under
  • Official seal of the Registrar of Companies (otherwise known as Companies House)
  • Royal Coat of Arms

Why do you need a Certificate of Incorporation?

The Certificate of Incorporation is a legal requirement and a crucial step for all companies that wish to become registered as a limited company, and it certifies that the process of incorporation has taken place. Incorporation is the legal process of a new company being formed as its own entity, with its rights, responsibilities, and liabilities separate from the owners and shareholders. Incorporation is carried out with Companies House under the Companies Act 2006. 

There are a range of reasons and benefits as to why a company may want to become incorporated, such as to protect its owners from complete liability, seek tax advantages, enter into business contracts, and more. The Certificate of Incorporation simply represents and legally documents that the legal process of incorporation has taken place.

Who requires a Certificate of Incorporation?

A Certificate of Incorporation is required by and will be issued to any business that has become registered as a private company and legal entity via Companies House. 

Specifically, there are three types of business entities that require and will be issued with this document, including:

  • Private companies limited by shares. Companies with a share capital, whereby the liability of each person is limited to any amounts unpaid by their shares.
  • Private companies limited by guarantee. Companies without a share capital, whereby the members are guarantors, not shareholders. The liability of each person is limited to the amount they agreed to contribute to the company.
  • Public limited companies. Companies with a share capital, whereby the liability of each person is limited to any amounts unpaid by their shares. These companies can also sell shares to the public and on the stock market. 

When do businesses need to use a Certificate of Incorporation?

There are various instances where your business may need to present its Certificate of Incorporation as proof that it is a legal entity, such as:

  • When opening a company bank account
  • When applying for a business loan
  • When entering into and signing business contracts
  • When applying for business permits or licences
  • When selling shares to third parties and new potential investors
  • When buying or leasing a property in your business name
  • When trying to sell or restructure your business

How to get a Certificate of Incorporation

  1. Make sure you have the correct company information prepared

To apply for incorporation and receive your Certificate of Incorporation, you will need to make sure you have all the necessary and accurate information about your business prepared. This includes all the required documentation to submit either online or via post. 

Documents required for incorporation include:

  • Application form completed with all the required information.
  • Memorandum of association, which confirms the intention of those listed to form a company and become members of the company.
  • Articles of association, which acts as a company’s ‘rulebook’ and legally binds the company and company members to certain articles or ‘rules’. 
  • Any additional information, for example, relating to your name if it contains what the government regulations deem to be sensitive words or expressions
  1. Register with Companies House and pay the application fee

You can set up a limited company and submit your registration with Companies House and HMRC online via the Government portal, post your application for paper filing, or submit electronically with certain software. 

Online applications

  • Online applications cost £12 via card or PayPal. 
  • Applications that are straightforward are generally processed and approved or rejected within 24 hours. 
  • You can upload the required documents to your online application.

Post applications

  • Post applications cost £20 by cheque, which should be made payable to Companies House.
  • Applications are typically processed and approved or rejected within a period of 5 days. 
  • The required documents must be posted to the appropriate office for processing, which understandably takes longer than online or electronic applications.

Electronic applications

  • Electronic applications cost £10 (or £30 for ‘same day’ service applications received before 3 pm on weekdays).
  • Applications are generally processed within 24 hours.
  • Software-based applications and filing are popular among those who are submitting larger volumes of applications or documents, though they will likely will involve an extra charge for the service.
  1. Receive your Certificate of Incorporation

Once your application form and documents have been submitted, Companies House will carry out various examinations and checks to ensure they meet the necessary requirements. If accepted, your company will then be incorporated, your Certificate of Incorporation will be sent to you and your company’s information will be listed publicly online. 

Depending on how you submit your application for your company’s incorporation certificate, you will receive your certificate via email for online applications or via post for those who applied in this way.

However, you can also log into your company’s Companies House and download a PDF or request a printed version for your records at any time. It is advisable to obtain multiple copies of the certificate and keep them in various locations, including at your company’s registered address, should they be needed at any time. 

The Certificate of Incorporation acts as evidence that your company is registered in line with the regulations of the Companies Act 2006, and your company is not officially incorporated until you have received this certificate.

How to get a Certificate of Incorporation Apostille

If you need to use your Certificate of Incorporation for trading outside the UK, opening a foreign bank account or plan to move your business abroad, you will likely need to obtain an apostille stamp to attach to your document. By having your certificate apostilled, it is legalised for use abroad and confirms to overseas companies that have requested it that all the information included is accurate.

Apostille process for Certificates of Incorporation

  1. Provide your Certificate of Incorporation.

If you have followed the above processes and incorporated your company and obtained a Certificate of Incorporation in recent years, you will likely have access to a PDF version of your certificate online via Companies House. 

To obtain a digital copy, you can:

  • Search for your company in Companies House
  • Go to your Filing History, and next to Incorporation, click ‘View PDF’ and download it

To obtain a printed copy, you will need to contact them via phone and pay a fee of £15 to have a copy within four days, or £50 for same-day service. 

If you’re not able to obtain a copy of your certificate, your provider will likely be able to source this for you by either downloading it online or submitting a request for a new copy on your behalf.

  1. Submit your Certificate of Incorporation to your apostille provider

You can simply email or scan your certificate online to a provider like us, or post a certified copy to process and legalise for use abroad with an apostille stamp. Once received, your provider will certify the information on the certificate against the information listed on Companies House, notarise it and attach an apostille. 

Obtain an apostille for a Certificate of Incorporation with MSC Notaries

MSC Notaries are able to provide you with a complete service for obtaining and legalising a Certificate of Incorporation. We aim to make the process as simple as possible for our clients, and can assist with all steps involved, from downloading or requesting a copy of your certificate to legalising it for use abroad with an apostille stamp. We can also assist with notarising a range of other business documentation such as the Certificate of Good Standing, or those involved in doing business abroad, such as signing contracts, opening foreign bank accounts, and more.

Our team prides itself on our fast turnarounds and affordable prices, with an array of glowing reviews from happy customers we have helped over the years. We can provide you with business notary, apostille and document translation services for one or multiple business documents to ensure you’re equipped to successfully do business overseas. 

Enquire about our Certificate of Incorporation apostille services today and receive a free quote and estimated timeframe.

FAQs

Do you need to update Incorporation documents if company information changes?

Once your company has been incorporated, and you have a Certificate of Incorporation, you must inform Companies House of any and all planned changes to your company’s key information such as your company name or any business articles. It is deemed an offence to fail to do so. 

How can you get a replacement Certificate of Incorporation if you lose it?

If your company loses or doesn’t have a copy of your Certificate of Incorporation, it is relatively straightforward to source a replacement, and you should do this as soon as possible. If your company was incorporated in recent years, you will be able to visit your company’s page on Companies House, Filing History, and next to Incorporation, click ‘View PDF’ and simply download it and print as necessary. 

For companies incorporated a while ago, or if you don’t have access to your certificate online, you can request a new official copy from Companies House. You will need your company’s registration number and name to do so and may have to pay a small fee for the replacement to be posted to you.

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