My company needs to provide a copy of it certificate of incorporation, its accounts, memorandum and articles of association, etc
(This page is for companies which are incorporated under a Companies Act in the United Kingdom.)
A company who is involved in another country in:
- setting up branches or subsidiaries;
- applying for registration or approval;
- entering into contracts;
- changing the structure, finances or running of a branch or subsidiary;
- appointing an agent or attorney
often needs to provide information about their status (whether they are incorporated, in ‘good standing’ with regulatory authorities), the powers they have (as reflected in their constitutional document) or their financial position. Often this is through the provision of certified copies of various documents such as those listed under the next heading.
Type of documents typically required
- certificate of incorporation
- certificate of incorporation on change of name
- memorandum and articles of association
- certificate of incorporation
- certificate of good standing
Ways of certifying copies
There are 3 principal methods of providing a certified copy:
- I obtain a copy of one or more of the documents in the above list directly from the Registrar of Companies (Companies House) online and certify it; or
- a director (or company secretary, if there is one) certifying a copy of an original document held by the company; or
- asking an official of the Registrar of Companies to certify the copy.
The first option is normally the quickest. The second method will:
- require me to see a director (or company secretary, if there is one);
- identifying the director or company secretary (if I have not seen them before) (Click here to find out more)
- seeing the original company document;
- seeing the director or company secretary certifying the copy of the original company document.
The third method will involve making arrangements, normally through a call centre and making a payment. This method of certifying copies is rarely encountered or required.
Procedure where I am to obtain the company documents directly from the Registrar of Companies
Where I am to obtain a copy of a company document directly from the Registrar of Companies:
- your company will need to provide:
- I will then:
- obtain the copies of the required documents directly from the Registrar of Companies;
- certify the copy as a true copy of that held by the Registrar of Companies
Certificates of good standing
These are often asked for but are different to other types of documents to those in the above list. They are asked for often because something similar is available in other countries to demonstrate that a company is in good standing with the authorities.
The difference is that a certificate of good standing is produced directly by the Registrar of Companies and states certain matters about a company. In this sense it is not a copy of another document.
An example of the type of wording available in a certificate of good standing is at the bottom of a page. It is possible to choose the amount of information that a certificate includes. It can be more or less than the example below.
I can obtain a certificate of good standing directly from the Registrar of Companies, either using:
- a normal service. The cost is £10 per a certificate and can take between 1 to 3 weeks. The period seems to depend on how busy the Registrar of Companies’ staff are. Their website does not indicate at any particular time how long the wait will be; or
- a same day service. The cost is £50 per a certificate. A certificate ordered before 2pm will available for collection by 5pm from the London office of the Registrar of Companies. If ordered after 2pm, it is available next working day.
Points to note
- the information (and copies) supplied by the Registrar of Companies are not verified by the Registrar of Companies;
- the documents supplied or obtained from the Registrar of Companies may not be up-to-date. For example a company may change its directors or its articles of association, but not provide them immediately to the Registrar of Companies (or there may be a gap between they are provided and the being available from the Registrar of Companies);
- if your company is not up-to-date with its filings (as indicated by the Registrar of Companies website) then I will not be able to certify any copies of documents (and if a certificate of good standing is required, then the Registrar of Companies will not issue one).
Example of the wording in a certificate of good standing
"Company No. [ ]
The Registrar of Companies for England and Wales hereby certifies that [ ] [(originally called [ ] changed its name on [etc)] was incorporated under the Companies Act 2006 as a limited company on [ ].
The Registrar further certifies that according to the documents on the file of the company:-
a) [ ] are the directors of the company,
b) [ ] is the secretary of the company,
c) the situation of the registered office is [ ],
d) the main objects for which the company is established are, inter-alia:- [ ]
According to the documents on file and in the custody of the Registrar, the company is up to date with its filing requirements and has at least 1 director, who is a natural person over the age of 16.
The company has been in continuous unbroken existence since its incorporation and no action is currently being taken by the Registrar of Companies to strike the company off the register or to dissolve it as defunct. As far as the Registrar is aware, the company is not in liquidation or subject to an administration order, and no receiver or manager of the company’s property has been appointed.*******************************************
Given at Companies House, the [ ]
This certificate records the result of a search of the information registered by the Registrar. This information derives from filings accepted in good faith without verification. For this reason the Registrar cannot guarantee that the information on the register is accurate or complete."
Last updated: 06 January 2017
For example, if your company is part of a group of companies then the copy of the company document may not be for the company you work for, but rather another one in the group. ↩
For example, usually where there is a requirement to provide the memorandum and articles of association, these are normally certified as one document. For some countries/purposes, they sometimes need to be separately certified. ↩