What will I receive on registration?
Once your company is registered at Companies House you will be sent:
a Certificate of Incorporation
your Memorandum of Association
your Articles of Association
share certificates (where the company is limited by shares)
What is a Certificate of Incorporation?
The Certificate of Incorporation is evidence that all the requirements of the Companies Act 2006 for registration of a company have been complied with and the company is registered.
The certificate confirms that the company legally exists and states:
the company name
the company registration number
the date of formation
the type of company (eg limited)
the company’s country of registration (eg England, Wales, or Scotland)
the issuing Registrar (eg Cardiff for companies registered in England and Wales, Edinburgh for companies registered in Scotland)
The certificate will bear the official seal of the Registrar of Companies at Companies House.
What is the Memorandum of Association?
A Memorandum of Association is a statement signed by all initial company shareholders (also known as ‘subscribers’ or ‘members’) confirming their intention to form a company and become members of that company upon formation, and also provides evidence of the members' agreement to take at least one share each in the company.
What are the Articles of Association?
The Articles of association are a company’s internal rulebook, which set out how the business will be run and decisions made. So long as the articles contain nothing illegal, a company is free to choose which rules are included.
If you wish, you can incorporate your company using bespoke articles or model articles with amendments; Ask a lawyer for advice on this. It is also possible to make amendments to your company’s articles once incorporated (but you must notify Companies House).
For more information, read Articles of association.
Do I need to issue share certificates?
After registration, your company must within two months issue each shareholder with a Share certificate.
A share certificate is evidence of each shareholder’s title to their shares. Shareholders can use their certificate as evidence if their name is deleted from the company's internal Register of Members.
What is a Register of Members?
A company’s Register of Members lists all the shareholders (members) of the company. Every company must keep a Register of its Members. This should be kept at its registered office and should be kept up to date. For a small private company, a bound or loose-leaf book can be used.
Other records and company filing responsibilities
As a newly registered company you also need to create the following records and make them available for inspection at your registered office:
register of directors
record of any directors' service contracts
register of secretaries
records of resolutions and minutes of general meetings
The company has ongoing reporting and filing responsibilities in each financial year. For more information, read Filing your confirmation statement, Annual accounts and tax return and Other filings at Companies House.
Furthermore, directors must send in a Self-Assessment tax return each year and pay tax and National Insurance through the PAYE system if the company pays them a salary.
Can I change the name of my company after incorporation?
Yes, an incorporated company can change its name either by:
permission given in the company’s articles of association
The new name must follow all the rules for company names. Your company name will officially change when it is registered at Companies House. For more information, read How to choose a name for your business.
Registering your new company name online
You can use the Companies House online service to file changes of name by special resolution only. It costs £8 to file or £30 for the same day service.
Registering your new company name by post
If you’re changing your name by special resolution then you should download and fill in Form NM01. You must attach a copy of the special resolution with the application. You can send your form and cheque (£10) to the address on the form. The fee for same-day service is £50.
If you’re changing your name with permission from the articles of association then you should download and fill in Form NM04. The fees are the same as above.