It is within this context that Companies House has developed the Electronic Incorporation service.

As early as 1995 Companies House piloted an electronic filing service for company forms, with the current system going live in 1998. The Electronic Incorporation service is an extension to the existing Electronic Filing service. To explain the operation of this new system, a brief explanation of the existing service is warranted.
As will be seen later, consent signatures form an important part of the electronic incorporation service.

Only 3rd party software products approved by Companies House can be used to file electronically. Companies House do not supply software for this. For a summary of the electronic filing service and a list of approved suppliers, see   http://ws1.companieshouse.gov.uk/services/efiling.html.  This document has not been updated, however, to include the new Internet e-mail filing system.

Though, initially, Companies House will not be guaranteeing the time taken to incorporate a company electronically, the aim is to incorporate companies the same day if the request is received before 3pm. The fee for this service will be the same as the current 5-day paper service.

Agencies and companies wishing to incorporate electronically will need to sign-up for the electronic filing service, since incorporation is just an extension of this service.
The electronic message sent to incorporate a company, in the main, includes the information on the paper forms 10 and 12, and an electronic copy of the Memorandum and Articles of Association.

The form portion of the message includes the basic details of the new company (e.g. name, registered office, agent’s address) the directors, the secretary, the share capital and the subscribers. Each of the directors, secretary and subscribers must be submitted with an electronic consent signature in the same form as used by the electronic form 288a.

One very important distinction between an electronic incorporation and its paper equivalent, is that the Statutory Declaration made on the paper form 12 has been replaced by a Statement of Compliance. The statement can be electronically signed by a director or secretary (of the proposed company), or by a solicitor. This change has been made possible by the recent enactment of the Electronic Communications Act, and is only an option for an electronic incorporation.

A complete electronic copy of the Memorandum and Articles of Association are attached in an image-type format that can be generated by the software in use. The Electronic Communications Act has repealed the requirement for the signatures of witnesses on this document. On receipt at Companies House, the Memorandum and Articles are checked manually. To speed the incorporation process, standardised Memorandum and Articles can be pre-approved with Companies House. In this case only a cursory examination is required on receipt.

The new system facilities “bespoke” incorporations where the purchaser becomes the initial director(s), secretary and subscriber(s), without requiring the physical presence of the purchaser to sign the necessary paperwork. However, it is very likely that agents will still use their own nominees as initial officers and subscribers, since (a) garnering the required PIN signatures is likely to be awkward, and (b) it allows for the incorporation to be progressed immediately with just the required name needing to be known at the time of incorporation.

Subsequent changes to the newly formed company, can be made using the existing facilities of the electronic filing service: form 288b for each resigning officer; form 288a for each new officer; form 287 for changing the registered office.

On a successful incorporation, an electronic copy of the certificate of incorporation is returned via e-mail as an Adobe Acrobat attachment. This certificate can be printed using the freely downloadable Adobe Acrobat Reader. Part of the contractual relationship between Companies House and the presenter will be an assurance by the presenter that the printed certificate will maintain the quality of the document. Further, the certificate must be printed on ivory-paper stationery of a specified quality. 

Companies House have contacted each of the major banking institutions informing them of the new system. This was done to allay fears that the certificate may not be accepted when used to open a bank account for the new company. Companies House, have recommended to these institutions that the Companies House Direct service be used to verify a company, rather than rely on the printed Certificate of Incorporation.

The filing fees for incorporating will be collected, and invoiced monthly. This has obvious cash-management advantages for users incorporating many companies. It is intended that this invoice will be unified with other electronic services, such as Companies House Direct and electronically filed Annual Return fees.

Filing fees will probably be collected by taking credit card payments – a system pioneered by the document web-sales facility

(http://ws2.companieshouse.gov.uk/registry/issue46/websales.html).

For the 10% of companies not incorporated by agents, it is unlikely that one could warrant the investment in software to incorporate electronically. Software providing a fully functional paper-based incorporation facility would probably suffice in these instances.

Of greater benefit to the Company Secretary is the electronic filing of forms 363a, 288 and 287. This is especially true if your Company Secretarial Software allows for filing through your existing corporate e-mail system, rather than requiring a directly attached modem.

What to Look for When Choosing Incorporation Software

1. A system with a dedicated incorporation module, that comprehensively tracks and reports upon each stage of the incorporation process.
2. A system that can readily produce paper based filings in addition to electronic based filings.
3. A system that allows for fully editable and richly formatted Memorandum and Articles of Association to be produced. The output of the system will be shown on the public record, and impressions count. Maintaining a high quality of printed output is also essential, since printed copies will need to be produced for the purchasing client.
4. A system that can electronically file any necessary form 288b’s, 288a’s and 287’s. These forms are usually a key stage in the incorporation process.
5. A system that allows for other statutory documents that cannot be filed electronically, such as: Change of Name Resolution; Form 225 Change of Accounting Reference Date; Stock Transfer Forms; and First Board Meeting Minutes.
6. A system that allows multi-user electronic submission without requiring a dedicated modem for each PC. This can easily be achieved by using an existing Internet connected corporate e-mail system, and software that supports this method of filing.
7. A system that allows documents to be e-mailed to clients in a form that can be easily printed by the recipient. It is important that this facility is tightly integrated within the document management process, to ensure efficiency of operation.
8. A system that allows rapid entry of names and addresses, integrating with postcode lookup software to ensure fast and accurate entry.
9. A system fully supported by a leading reputable software supplier, with a highly trained help desk.