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Certificate of Incorporation

What is a Certificate of Incorporation?

A Certificate of Incorporation is a legal paper issued by Companies House to every Limited and Limited Liability Company upon their official registration in the United States. The essence of the certificate is to validate that a company exists legally and is permitted to trade. The Certificate of Incorporation consists of date which illustrates the official date on which the business was registered. Unlike a Partnership or Sole Proprietorship, the registration of the business is compulsory.

How to get a Certificate of Incorporation?

The process of Incorporation is also known as Company Formation. It simply refers to the process of registering your business with the national registrar of companies, Companies House. In order to obtain a Certificate of Incorporation, you need to follow the various steps to register your business.

Most businesses in the US are Limited companies, this means they are able to employ people and their owners do not need to necessarily live in the country. To register as a Limited company, you must:

  • Have a name and address for the company
  • Register with Companies House
  • Appoint at least one director
  • Have at least one shareholder
  • Agree on Articles of Association
  • Set up your company for corporation tax

Once you’ve registered your business, it will be reviewed for approval by the Secretary of State. Once approved, a Certificate of Incorporation will be issued and sent to you.

NOTE: Your registered address doesn’t need to be the address you live or operate at. You can use a registered address service to obtain a registered address, which gives a good impression of your business and means, especially if you’re working from home, your actual address isn’t on public record.

What information is shown on the Certificate of Incorporation?

Your Certificate of Incorporation includes the following information:

  • Your company number
  • Your company name
  • Recognition that you are Incorporated
  • The official Seal of the Registrar of Companies
  • The proposed registered office address
  • The names and details of company directors
  • The allocation of shares
  • The Memorandum of Association, which recognizes your agreement to form the company under the Companies Act and for each director to take at least one share
  • The date of Incorporation

What do I need to do with my Certificate of Incorporation?

The Certificate of Incorporation is a recognition of your company registration. It is kept on public file and can be accessed by anyone via the database of your registrar or third party providers.

You may be asked to provide your Certificate of Incorporation when applying for business loans or as part of any due diligence processes relating to investment or business support. Aside from that, simply retain it for your records.

Where Can I find a copy of my Certificate of Incorporation?

Your certificate is held on public record. You will receive a digital copy of it when you first register but if you cannot find that, it is easy to access via your registrar database or third party providers.

When should I be using the certificate?

Your certificate could be requested in numerous scenarios. You will probably have to produce it initially when you open your business bank account. This is due to the bank needing evidence of the legal existence of your company. You may need to show the certificate when selling shares to investors, or when you are applying for different funding or setting up a loan, creating an overseas division of the business and lastly, if you are registering for overseas taxes.

In most other circumstances, you won’t need to provide the certificate, and will only need to give your company name and registration number.

Do I need a new Certificate of Incorporation if I change my company name?

If you change your company name, you will need a Certificate of Incorporation for the Change of Name. Aside from the company name, all other details stated on the new certificate will be exactly the same as the original, including the company registration number and the date of incorporation. You should keep copies of both the old and new certificate at your company’s registered office address.

What if I should lose my Certificate of Incorporation?

If your business formation was performed online, a PDF of your certificate must be placed in an email that will be forwarded by your company formation agent right after the incorporation. Should you miss this email, the online version of your certificate can be accessed by logging into the online account you have with your company formation agent. If you find it difficult to get the digital certificate, all you need do is to ask for a replacement from your Incorporator or Registered Agent. You will need to make available your company’s name and registration number as proof.

How can IncParadise help me?

When you file paperwork with Nevada Secretary of State to set up your Corporation, you will receive a Certificate of Incorporation. At IncParadise, we help you in filling the information correctly. It is part of our company formation process.