Supplementary Company Documents: Memorandum & Articles and Certificate of Incorporation

There may be times after your company formation when you may need further or new copies of your company documents.  For instance you may need to do a company name change or your company has additional officers and/or shareholders so you need more copies.  Or you may have lost the original certificate of incorporation?  (If you need further info on Memorandum & Articles please see below)

Bound copy of Memorandum & Articles  £6+VAT

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Duplicate certificate of incorporation (Companies not formed by BTC)  £20+VAT

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Memorandum of association

This is a written document, which sets out:

• the company's name,
• whether the registered office of the company is to be situated in England and Wales (i.e., it may be situated in either), in Wales (i.e., it may be situated only in Wales)or in Scotland;
• what the company will do (its objects). The object of a company may simply be to carry on business as a general commercial company;
• where applicable, that the liability of its members is limited where applicable, the amount of share capital with which the company proposes to be registered and details of the division of those shares into fixed amounts; andin the case of a public limited company, the fact that it is to be a public company (see Chapter 2 below).

Articles of association

This document sets out the rules for the running and regulation of the company's internal affairs.

Regulations provide a complete set of articles of association. The articles for companies limited by shares are referred to as ‘Table A’   There are two versions: one for private and one for public companies .A company limited by shares can adopt Table A in whole or in part as its own articles of association: but there is no requirement for it to do so, and it can if it wishes adopt Table A with modification or even totally different articles.

A company limited by shares that decides to adopt Table A without any modification will not need to provide Companies House with a copy of its articles of association. However, if your company is in this position, you should attach a letter to your application explaining that you have elected to adopt Table A without any modification.

The Regulations also set out other forms of articles of association, which a company limited by guarantee (Table C) and an unlimited company (Table E) must adopt.  These types of company must adopt the articles of association in those forms, or as close to those forms as possible (they do not have the choice which companies limited by shares do of adopting totally different articles).

Please note the following key restrictions on the use of Tables A and C as articles of association:

• Table C will not apply to Right to Manage companies or Common hold Associations (both of which must be companies limited by guarantee). The relevant sources of memoranda and articles of association for these companies are set out in question 6(a) below.
• A Community Interest Company cannot simply adopt Table A (and so avoid submitting any articles of association with its application) because the memorandum and articles of association for Community Interest Companies must comply with specific regulations.