Where do Articles of Association and share certificates / a share register come from?

[PatsyTheCat]

Hi,

Really basic question I know but even though I've been involved in serval companies after formation I've never actually started one myself completely from scratch.

Where do the Articles of Association and share certificates / register come from? I understand that when incorporating with Companies House online that the certificate of incorporation and the memorandum of association are generated automatically and are available as PDFs. Fine.

Is that the same for the articles and share certificates? Are they generated automatically as part of the incorporation process or are they something that we need to create in some other way?

Thanks.

 

[Scalloway]

Model articles of association for limited companies

https://www.gov.uk/guidance/model-articles-of-association-for-limited-companies

As far as I am aware you just create the share certificate yourself. There is some guidance here.

https://www.informdirect.co.uk/shares/share-certificates-what-you-need-to-know/

 

[PatsyTheCat]

Thanks for the reply.

So if we're happy with the standard "limited by shares" articles, what do we do with them? What makes them ours?

Do they need to be lodged / uploaded to Companies House when incorporating?

Or just printed off / kept?

Thanks for the info re the share certificate. So it's essentially just a piece of paper with the info on and signed by the directors. I'm sure I've also read that the company needs to keep a register of shares. Does this need to take any particular form?

Thanks again.

 

[Scalloway]

The process for registering a limited company is here.

https://www.gov.uk/limited-company-formation/register-your-company

There is a step by step guide on the right of the page.

 

[WaveJumper]

Its a good sign that you are actually going to have some articles / shareholders agreement there's many a thread on here where people have run into problems at a future date because they have not. Just make sure you read the articles and are happy they cover everything you need if you're not sure paying for proper legal advice may save you a lot of heartache up the road.

 

[PatsyTheCat]

Thanks for the replies.

I have previously read through the gov.uk guide but it doesn't seem to answer the question of how the articles are used. It says "You can use these", but not how to use them. Are they selected / uploaded as part of the incorporation process?

 

[Scalloway]

As I recall in the incorporation process you have the option to select Model Articles as a default or to upload your own.

https://www.gov.uk/government/publi...icles-for-private-companies-limited-by-shares

 

[WaveJumper]

Simply put they are giving you the option to use theirs "Model Articles" or you can make your own up .......

At which stage you probably need to seek proper legal advice