Problem
Documents prepared in another country but needing signing in England by a company often state that the country of incorporation is the UK.
Technically this is incorrect. In fact the country of incorporation is the place where the registered office of the company (e.g. in England and Wales or Scotland or Northern Ireland, etc).
What is the solution?
Solution
Amend the reference to the place of incorporation to the relevant country within the United Kingdom.
A company whose registered office is in England and Wales is incorporated in England and Wales.
The rest of the post provides further details.
Introduction
Companies often need to sign documents before a notary for use in another country, but wording of the documents is provided by a lawyer (or another) from that country. For example a power of attorney. The lawyers will often not know the internal structure of the United Kingdom, and in particular that a company can incorporate in different parts of the UK.
It is ‘wrong’ to describe a company as having the United Kingdom a place of incorporation in the United Kingdom. While it is correct to say it is incorporated in England and Wales, Scotland or Northern Ireland as the case may be[1].
Whether using the United Kingdom rather than England and Wales etc will affect the validity of the document is a difficult question to answer, and the answer is probably ‘no’. However, providing a document which is not accurate always leaves it open to challenge for such ‘errors’. Some countries are stricter are about such things, in the event of a dispute.
How to describe a company in a document
The conventional way to describe a company in a commercial document varies, but one way is to state:
- the full name of the company (as recorded by the Registrar of Companies, using the correct form of ‘limited’, or ‘ltd’)
- which part of the UK it is registered (England and Wales, Scotland, etc)
- its company registration number
- its registered office
For example:
THE FULL SERVICE COMPANY LTD, a company incorporated in England and Wales under company registration number 9873421, and whose registered office is at 12 The Grove, The Outhouse Industrial Estate, Endit, Shropshire, SH12 9XP
Perhaps most important is to state the registration number of the company, as the name of the company and registered address can both change (and repeatedly so) over the life of a company but not its number.
How to be consistent
To avoid:
- typing all this information every time a document is created (or documents received which need amendment); and
- avoid missing any essential information about a company,
use one the tools/apps available for your computer. One or two keystrokes can have all the text, such as in the above example, typed out.
Many individual programs/apps can do this (such as Microsoft Word (AutoText), Outlook). But the disadvantage of using an app-specific tool is that they work only within their own app. There are applications which work across all applications (and also can be used for many other things). I use:
- TextExpander (on a Mac);
- Breevy (on a PC).
- Technically, legally: a company needs to specify in which part of the United Kingdom its registered office will be: and the certificate of incorporation issued by the Registrar of Companies indicates the location of the registration in which part of the UK, ss 9(2)(b), 9(6), 15, Companies Act 2006. ↩
Notarised 