Law Society Notices

Electronic certificates of incorporationPractitioners have raised concerns over the legal status of the electronic portable data format (pdf) version of the certificate of incorporation of a new company, which is e-mailed as part of the electronic incorporation service operated by Companies House since July 2001.The Registrar of Companies has advised that the electronic document is equivalent to the paper certificate issued by Companies House when a company is incorporated by the traditional paper-based route.

However, when printed out an electronic certificate is not an authenticated certificate - it is only a copy of the original authenticated certificate.

If an authenticated or certified copy of the certificate is required for some legal purpose, it will be necessary to obtain a paper copy of the certificate certified for that purpose from the registrar, for which a fee is payable.

Once the registrar has issued the certificate of incorporation, he has fulfilled his obligation under section 13 of the Companies Act 1985.

In the same way that he has no power to direct or advise on the handling of a paper certificate after incorporation, he is not in a position to advise or direct on the handling of an electronic certificate.

However, the Law Society maintains that electronic certificates should be treated on a similar basis to the paper versions for the purposes of retention after incorporation by agents, including solicitors.