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Coddan CPM Ltd. – Company Registration Agent in the UK

Follow a defined route from identifying which constitutional document is required through checking the company record, selecting the appropriate evidence and confirming any further certification requirements.

Step 1
Identify Constitutional Document
Step 2
Confirm Recipient Requirements
Step 3
Check Company Record
Step 4
Select Evidence Format
Step 5
Obtain Certified Document
Step 6
Confirm Further Requirements
Companies Registry's e-Services Portal Non-For-Profit Companies Set Up and Certify Documents UK Company Constitutional Documents, Objects & Evidential Certification Services

UK Company Constitutional Documents, Objects & Evidential Certification Services

Coddan Verification and Documentary Solutions Centre

Articles, Objects and Constitutional Documents for Evidential Use

Identify the operative constitution, its source and version before deciding whether the recipient needs an ordinary copy, an official certified copy, a supported private consolidation or separately justified later treatment.

Qualification first

Is this the right service for your request?

Use this service where the recipient needs existing articles, objects, a memorandum or another constitutional document and the company, purpose and relevant date can be identified.

The request is documentary

The recipient wants an existing constitution, objects clause, memorandum, historic version or evidenced constitutional chain—not a newly drafted amendment.

The recipient and purpose are known

Its written request, intended use and required date allow the evidential form to be assessed without guessing.

A source can support each document

Companies House material, company-held records, statutory model provisions and any supporting decision can be identified and compared.

Readiness can be tested

Any missing version, filing, resolution, schedule, regulatory record or status problem can be separated from the later evidential route.

If the wider international route is still uncertain

Start with the broader route rather than ordering certification or authentication prematurely.

UK Company Documents for International Use

Document identity

“The constitution” may mean more than one document

Under the Companies Act 2006 framework, a company’s constitution includes its articles and can also include resolutions and agreements affecting the constitution. We therefore identify the exact document or fact the recipient wants proved.

Articles of association

The company’s governance rules: original, model, modified, bespoke or later amended, as the evidence establishes.

Memorandum

The formation statement signed or authenticated by the initial subscribers, with older provisions requiring date-sensitive treatment.

Objects and restrictions

Express objects or other constitutional restrictions, where they exist, are different from a SIC code or business description.

Connected instruments

Resolutions, agreements, enactments, court orders or regulator-controlled documents may be needed to establish the relevant constitutional position.

Not interchangeable: an ordinary filing image, a Companies House-certified copy, a company certificate containing available certified facts, a company-held copy and a private consolidation carry different provenance and evidential status.

Fact and source control

Match the requested constitutional fact to evidence that can support it

Formation position

The memorandum, incorporation filing, original articles and applicable statutory provisions may establish the starting point.

Model or bespoke rules

The company type, incorporation date, registered articles and any exclusions or modifications determine which model provisions may be relevant.

Later amendments

Amended articles should be connected to the supporting resolution, agreement, order or enactment and the relevant filing history.

Objects evidence

Current articles, transitional provisions, a filed objects statement or available certified objects may answer different versions of the request.

Company-held constitution

An up-to-date company copy can be important, but its source, completeness and consistency with public filings must still be checked.

Regulator-controlled material

Charity, community-interest-company or other regulator records remain distinct from Companies House products and company representations.

Source discipline: public and internal records are not assumed to be identical. A missing constitutional fact cannot be manufactured by combining incomplete documents or assumptions.

Operative-version control

The latest visible document is not automatically the whole answer

The relevant version may depend on the formation documents, statutory model provisions, every effective amendment and the date for which the recipient requires evidence.

1. Establish the starting version

Identify the incorporation date, company type, original articles and any model provisions applying at formation.

2. Trace later instruments

Locate amendments and the resolutions, agreements, orders or enactments on which they depend.

3. Check filing and effect dates

Distinguish adoption, effectiveness, delivery, registration, pending processing and any rejected filing.

4. Test any consolidation

A consolidated text should be supported by the source chain and described accurately; it is not automatically an official product.

Objects and purpose evidence

“What the company does” can describe several different things

Under the current Companies Act framework, a company’s objects are unrestricted unless its articles specifically restrict them. That statutory position must still be applied to the correct company, date and constitutional history.

Unrestricted objects

The absence of a restricting clause is not the same as an informal activity statement, commercial description or permission from another regulator.

Express restrictions

Current or historic constitutional provisions may restrict purposes, but the correct operative source and amendment history must be established.

Charitable purposes

A charity’s purposes are commonly stated in its governing document, but wording alone does not prove registration, public-benefit compliance or tax treatment.

Community interest provisions

A CIC has regulator-specific constitutional requirements, including provisions connected with its statutory framework and asset lock.

Important boundary: a SIC code, website description or list of activities is not a substitute for the constitutional objects analysis. Whether a proposed activity is legally within the constitution may require advice from an appropriately qualified professional.

Articles, models and memorandum

Formation documents do not all remain living records in the same way

Articles

Every limited company must have articles. They may be model articles, modified model articles or bespoke articles and may later be amended through the proper constitutional process.

This service identifies the evidence; it does not draft or adopt a replacement constitution.

Model articles

The statutory model must be selected by company type and applicable date. It may apply only to the extent that registered articles do not exclude or modify it.

The latest published model is not automatically the model governing an older company.

Memorandum

For a company formed under the current process, the memorandum records the initial subscribers’ agreement to form the company and is not updated after registration.

For an older company, former memorandum provisions can be treated as provisions of the articles and require date-sensitive review.

The memorandum does not automatically prove current members, shareholders, directors, ownership, objects, transaction authority or company status. Those facts belong to their proper source and specialist route.

Shortest sufficient evidence

One recipient may need one document; another may need the chain

Existing accepted copy

Use the document already held where it is complete, legible, correctly identified and accepted in its present form.

Ordinary register copy

A public filing image may be sufficient where the recipient does not require an official certified product.

Companies House-certified copy

Use Certified Copies of Companies House Documents where certification of a particular document held on the register is the actual requirement.

Company certificate with objects

Companies House currently allows company objects among the additional certified facts on a company certificate, subject to its rules and source record.

Supported private consolidation

A consolidated text may assist where properly derived and clearly labelled, but it is not presented as issued or certified by Companies House.

Complete constitutional chain

Use the original or applicable model provisions plus relevant amendments and supporting instruments only where the recipient or purpose justifies them.

Available does not mean required. A new certified product should not be ordered where an existing document already meets the confirmed requirement.

Regulator-specific evidence

Charitable and community-interest wording requires the right institutional source

Charitable company

Its articles operate as its governing document within the relevant charity framework, while the Charity Commission controls its own register, permissions and regulatory decisions.

Charitable objects are not, by themselves, evidence of registration, tax relief or compliance with every charity-law requirement.

Community interest company

The CIC Regulator publishes model constitutions containing provisions required by the Community Interest Company framework.

General limited-company model articles must not be assumed to be the correct CIC constitution.

Another structure or registrar

A constitution, rules, deed, scheme or regulator-controlled instrument for another legal structure must be identified from that structure’s authoritative framework.

It is not converted into a Companies House document merely because the organisation has a public registration number.

Six-stage route

From recipient wording to the correct constitutional evidence

Identify the request

Confirm the organisation, recipient, purpose, constitutional fact and relevant date.

Identify what must be proved

Clarify whether “constitution”, “articles”, “objects” or “memorandum” refers to a particular document, version or company fact.

Build the source chain

Identify formation documents, applicable model or bespoke provisions, amendments and supporting instruments.

Check readiness

Compare filing history, company records, decisions, dates, attachments and current status.

Select the shortest route

Choose the sufficient ordinary, certified, consolidated or other evidence and identify only justified later treatment.

Confirm implementation

Record scope, responsibilities, limitations, charges, submission and delivery arrangements.

Document readiness

Certification cannot repair the constitution

The source document and supporting constitutional history must be ready before evidential treatment begins.

Version problem

Original, amended and consolidated documents conflict, or a schedule, page or amendment is missing.

Decision problem

The necessary resolution, consent, order or authority cannot be identified or its validity is disputed.

Filing problem

A document was omitted, rejected, filed inaccurately or remains pending so the public record does not support the intended route.

Status or regulatory problem

Dissolution, restoration, strike-off or a regulator-controlled issue changes the analysis.

Notarisation, an apostille, translation or legalisation does not cure an invalid amendment, missing resolution, inaccurate filing, incomplete document, unsupported consolidation, defective governance or dissolved status. Preliminary work must be separated and directed to its proper specialist route.

Authentication is separate

International use does not make every later stage automatic

Notarial act

A separate professional act controlled by the appointed individual notary and defined by the document and recipient requirement.

Apostille

A separate official act controlled by the FCDO, with eligibility affected by the document and signature route.

Certified translation

A separate professional act controlled by the translator, with language, qualification and sequence set by the recipient’s requirements.

Diplomatic stage

An embassy or consulate controls its own requirements and legalisation act. It is not universally required after an apostille.

The correct source document, form and sequence should be established before anything is ordered, printed, signed, certified, notarised, apostilled, translated, bound or submitted. The receiving authority controls final acceptance.

Who is responsible for each stage

Who is responsible for each part of the work?

The company

Remains responsible for its constitution, decisions, filings, internal records and representations.

Companies House

Controls its register, certified copies, company certificates, available certified facts, official formats, charges, processing and issue.

Other regulators

The Charity Commission, CIC Regulator or another competent body controls its own register, evidence, permissions and decisions.

Coddan

Identifies, prepares, obtains or coordinates the appropriate existing-document route within its verified authority and agreed scope.

Independent professionals

A lawyer, notary or translator controls any advice, statement or professional act made in that person’s own capacity.

Official and receiving bodies

The FCDO, embassy, consulate and final recipient each control their own act, procedure and acceptance decision.

Clear cost components

What may affect the scope and charges

The route is defined before its commercial components are confirmed. No artificial constitutional-document package is assumed.

Coddan’s professional charge

Identification, source and chronology review, preparation, checking and coordination within the confirmed scope.

Official charges

Companies House or another authority’s current charge for the identified product, form and service.

Professional and third-party charges

Legal or regulatory advice, notarial work, apostille applications, translation and diplomatic processing where separately required.

Preliminary or additional work

Missing filings, version reconstruction, records, governance, authority, strike-off or restoration work identified before evidence is ready.

The number and age of documents, amendments, evidence sources, required copy form, original handling, postage, courier, delivery, genuine urgency, changed recipient requirements and applicable VAT treatment may also affect the final scope. No price or completion time is stated until the route and responsibilities are confirmed.

Plain-language enquiry information

What to tell Coddan so we can identify the correct constitutional document

Provide as much as you know. “Not known” is an acceptable answer. You do not need to select the official product, operative version, professional act or unresolved sequence yourself.

Organisation identity

Name; company, charity or other registration number; legal structure; incorporation or registration date; current status; and whether strike-off, dissolution or restoration is involved.

Recipient and outcome

Receiving person, organisation or authority; purpose or transaction; destination country or territory; exact terminology; written instructions, checklist or sample wording.

Requested document or fact

Whether articles, memorandum, objects, governing document or constitution has been requested; the exact fact to establish; and whether current, historic or date-specific evidence is needed.

Version and history

Required verification date; operative, original, historic or complete-chain request; believed model, modified or bespoke articles; known amendments and their dates.

Supporting instruments

Available resolutions, agreements, minutes, court orders, enactments or regulator-approved instruments; and whether related filings were accepted, rejected, omitted or remain pending.

Documents already held

Copies of the memorandum, articles, objects clauses, governing documents and any private consolidation; whether public filings and company records agree.

Requested evidential form

Ordinary copy, official copy, certified copy, company certificate or consolidation; paper or electronic form; and any original signature, seal, stamp, certification wording, schedule or attachment.

Charity or CIC context

Whether the organisation is charitable, registered with the Charity Commission, claims charitable purposes, is a CIC or is controlled by another registrar or regulator.

Later treatment

Whether notarisation, an apostille, certified translation or embassy or consular legalisation has been requested or completed; required language, translator status and any stated order.

Timing and delivery

Deadline and reason; submission and delivery destinations; and any recipient requirement affecting originals, certified products or physical handling.

Known readiness issues

Any inaccurate, incomplete, inconsistent, disputed or historic constitution, object, amendment, decision, filing, attachment, company record or company status.

This information section does not transmit an enquiry and contains no submission facility.

Frequently asked questions

Articles, objects and constitutional-evidence questions

What are a company’s articles of association?

They are written constitutional rules for running the company. The relevant version may be model, modified, bespoke or later amended.

What is the memorandum of association?

For a company formed under the current process, it records the initial subscribers’ agreement to form the company. GOV.UK states that it cannot be updated after registration.

Are the memorandum and articles the same document?

No. They perform different functions. Older companies can also require transitional analysis because former memorandum provisions may be treated as provisions of the articles.

What are model articles?

They are standard articles prescribed by regulations for particular company types. The applicable statutory version and any company-specific modifications must be identified.

How can I determine whether model articles apply?

Review the company type, incorporation date, registered formation documents and any provisions that exclude or modify the statutory model. Do not assume the latest model applies.

Can a company have bespoke or modified articles?

Yes. A company can register bespoke articles or modify model provisions, subject to the applicable law and proper constitutional process.

How is the operative version identified?

Begin with the formation position, then trace each effective amendment and its supporting instrument, filing history and relevant date. Any conflict or missing step must be resolved before a definitive version is presented.

Are the latest articles visible at Companies House always the complete operative constitution?

Not necessarily. Model provisions, earlier documents, later instruments, filing timing and any unresolved validity issue may also be relevant.

What if the articles have been amended more than once?

The relevant amendments and supporting decisions should be traced in sequence. The recipient may need the operative consolidated text, selected filed instruments or the full chain.

Must every amendment be supported by a resolution or another document?

The required instrument depends on how the change was made. A resolution, agreement, enactment, court order or regulator-controlled act may be relevant. Existing decision-document analysis is handled through Board Minutes, Members’ Resolutions and Corporate Decision Documents for Evidential Use.

What is a consolidated copy of the articles?

It brings the supported operative provisions into one readable text. Its source chain and status must be clear.

Is a privately consolidated copy an official Companies House document?

No. It remains a private document unless Companies House itself issued or certified the particular product being described.

What are company objects?

They concern the purposes or activities permitted within the constitutional framework. Under the current Companies Act rule, objects are unrestricted unless the articles specifically restrict them.

Does every company have a restricted objects clause?

No. The position depends on the applicable statutory framework, the company’s articles and its constitutional history.

Are objects the same as a SIC code or business description?

No. A SIC code classifies economic activity for the register; it is not the company’s constitutional objects clause.

Do charitable objects prove that the company is a registered charity?

No. Objects wording, charity registration, public-benefit compliance and tax treatment are separate questions controlled by their respective authorities and frameworks.

Are CIC objects governed by separate requirements?

Yes. The CIC Regulator publishes model constitutions containing the provisions required by the CIC framework. Ordinary limited-company model articles must not simply be assumed.

Can Companies House certify a copy of filed articles?

Companies House allows an order for a certified copy of a document held on the register. The document, availability and required route should be checked before ordering.

Can company objects appear among available certified facts?

Current Companies House guidance lists company objects among the additional certified facts that can be requested on a company certificate, subject to the official source record and service rules.

Is an ordinary Companies House download sufficient?

It may be sufficient if the recipient accepts it. Free availability does not make it an officially certified copy.

Must the complete constitutional history be supplied?

No. Supply the shortest document set that establishes the confirmed fact and satisfies the recipient. A full chain is appropriate only where justified.

Can an existing paper or electronic copy be used?

Yes, where it is complete, correctly identified and accepted in that form. A scan is not described as an original and a printout is not described as officially certified without that status.

Can Coddan determine whether a proposed activity is permitted by the articles?

This service identifies the documents and evidential issue. A contested or interpretive legal conclusion must be reserved for an appropriately qualified adviser unless a separate verified service exists.

Can Coddan amend or draft new articles through this service?

No. This service concerns identification and evidential preparation of existing constitutional material. Drafting or amendment is a separate governance and implementation job.

What if Companies House and the company’s records disagree?

The discrepancy must be identified and directed to the proper filing, correction, records, governance or legal route before the constitution is presented as settled.

Can certification correct an invalid amendment or missing resolution?

No. Certification or authentication does not create a decision, correct the record or validate an unsupported amendment.

Does every overseas use require notarisation or an apostille?

No. The receiving procedure, source document, form and signature route determine whether either separate stage is required.

Must constitutional documents be translated?

Only where the recipient or procedure requires it. Translation is a separate professional act and its place in the sequence must be confirmed.

Is embassy or consular legalisation always required?

No. A diplomatic stage applies only where the destination and current official procedure establish it.

What happens if the company is dissolved or has been restored?

Historic documents do not prove current active status. Restoration is separate; use Documents of Dissolved, Restored and Former Companies where status history affects the documentary route.

Who decides whether the completed evidence is acceptable?

The receiving authority or institution controls acceptance. Companies House and each later professional or institution control only their own act.

What information does Coddan need?

The company, recipient, purpose, exact wording, relevant date, documents held, amendment history, requested form, later-treatment instructions, deadline and known readiness issues. “Not known” is acceptable.

What affects cost and timing?

Document number and age, amendment complexity, evidence quality, official products, professional work, authentication, translation, preliminary correction, handling, delivery and any genuinely available urgent route.

What you receive

Start with the operative constitutional document—not the authentication product

Coddan can translate the recipient’s request into the shortest supported evidence route, identify unresolved source or readiness issues and separate any later professional or institutional act. The document, version and evidence chain come first.