The City of London, with its rich tradition and prestige, houses a range of notaries who play a crucial role in authenticating corporate documents. These professionals have the authority to notarise documents such as Articles of Association, Certificates of Incorporation and more, ensuring their legal validity when intending to use these documents abroad. Lopez & Moreno Associates, a firm with a Notary in the City of London, are well trained to deal with all sorts of company documents that are contained on Companies House.
The Companies House is the UK’s official registrar of companies. All types of companies, under the Companies Act 2006, are incorporated and registered by the Companies House, and they also have to file specific reports and maintain statutory registers with the body, as per the law. This includes all registered limited companies, large and small, subsidiary companies, as well as small and inactive companies.
As it is the sole authority for incorporation and dissolving of companies, the UK Companies House can issue various types of official documents, records and certificates, pertaining to a registered company, for official use. After being registered by the Companies House, a new private company will be issued important incorporation documents, such as the certificate of incorporation, articles of association and memorandum of association. All these documents fulfil specific roles. In this article Notary in the City of London: a Guide to Corporate Documents, we will analyse the different types of company documents.
Companies House document legalisation is a process of imparting legal status to such official documents, so that they can be accepted in jurisdictions outside the UK. This is when any local authority of a country outside the UK demands that these documents be legalised for official use. The FCDO can apostille these documents in original, only if they have verification, attestation and signature of the UK Companies House. If the originals do not have signatures of Companies House officials, this is where the role of a Notary in the City of London becomes relevant as most of these documents need to be notarised before an Apostille can be endorsed on them.
Let us summarise the main company documents we are normally requested to notarise:
1. Certificate of Incorporation: this is the first document a Director will come across when intending to operate with an English company in a foreign jurisdiction. This document certifies a company’s legal formation and provides evidence that a company has been successfully registered by the UK Companies House. It assures that the company has met all the necessary legal requirements for its operation. Third parties, such as UK banks, might ask company owners to submit this document to open corporate accounts or apply for loans.
2. Memorandum and Articles and of Association: these are an essential element that govern the running of a company, detailing the roles and responsibilities of directors and the rights of shareholders.
The Memorandum and Articles of Association define a company's purpose as a business, key information such as the name of the business, how the business is organised, and how shares are structured. It is an agreement among members of the organisation that defines how business will be conducted. They will include a company's name, its purpose, its share capital, how it is organised, and how shareholders meetings will be conducted. This information will include the names of founders and original shareholders, how directors are hired, how shareholders meetings are conducted purpose driving the company, etc.
A company's founders typically will create its articles of association. Because it is an important document addressing the company's management and finances, the creators of the document typically do so in consultation with lawyers, accountants, or both.
Company shareholders are bound by the document and use it as a guideline for how to operate the business. A Notary in the City of London is strategically situated in the core of the financial district of London and as such can provide notarised copies of these articles expeditiously.
3. Certificates of Good Standing: it certifies that the company has been in continuous operations since its inception and no action is currently being taken to remove the company off the UK Companies House Register. The body can issue confirmation statements, certifying that the company details, such as company name, type, registration number, trading status of shares and other relevant details, are up to date on the UK public register. When this document is issued by the Companies House directly and bears a signature by the Registrar, legalisation with Apostille can be obtained without the need of prior notarisation (although despatch takes some time). However, a Notary in the City of London can issue a Certificate of Good Standing upon inspection on Companies House of a given company at your earliest convenience.
4. Powers of Attorney: this is crucial when an English company wishes to grant an authority in favour of another individual or company in a foreign jurisdiction to execute the decisions made by the directors of the company. It is the Director/s the ones in charge of signing the power of attorney on behalf of the company. A company resolution will need to be passed by the directors (this is true also in the event of companies with a sole director) confirming that they have agreed that the company grants a power of attorney for a specific matter.
Again, a Notary in the City of London proves essential at the time of preparing the documentation and, especially, at the time of executing the document, offering a convenient office space in the centre of the city for the attendance of the directors.
5. Board Resolutions: A board resolution is used for various purposes including opening a bank account, changing the structure of a company and appointing new directors.
Board resolutions and documents of a similar nature to be used abroad require notary certification to be eligible for the Apostille. It is best practice for the document to be signed in the physical presence of a UK notary public so that your signature of the director(s) can be witnessed.
When it comes to notarising company documents generally, it is vital to ensure that they are authenticated by a notary, especially if they are to be used in foreign jurisdictions. This guarantees the documents’ genuineness.
The City of London has notaries that specialise in notarising corporate documents. If you require notary services in the City of London, ensure to approach experienced professionals such as Lopez & Moreno Associates to guarantee the correct authentication of your documents.
Please get in touch with our Notary in the City of London to arrange an appointment or for further information about how to notarise your UK company documents.
Our Notary can also advise on the legalisation requirements for each country.