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Formation Document
"I need a formation document for a private limited company with two directors and one shareholder, based in London, with an initial share capital of £10,000, divided into 10,000 shares of £1 each, and a registered office address in the UK."
What is a Formation Document?
A Formation Document officially brings a company into existence under UK law. It includes key details like the company name, registered office address, and information about directors and shareholders. For limited companies in England and Wales, this typically means the Memorandum of Association and Articles of Association filed with Companies House.
These documents set out the basic rules for running your company and define its relationship with shareholders. The formation process creates your company's legal identity, allowing it to own assets, enter contracts, and do business in its own right. Most companies today use standard model articles, though you can customize them to suit specific business needs.
When should you use a Formation Document?
You need Formation Documents when starting any new company in England and Wales. This crucial first step creates your company's legal identity and establishes its basic operating rules. Most businesses need these documents ready before opening a bank account, signing contracts, or bringing on investors.
Time your Formation Document filing carefully when launching a new venture. Having it in place protects founders from personal liability and lets you start trading legally. It's especially important to file these before accepting investment money, hiring employees, or signing major contracts - activities that need a proper legal entity in place first.
What are the different types of Formation Document?
- Basic Model Articles: The default Companies House template for private limited companies - ideal for straightforward business structures
- Custom Articles of Association: Tailored formation documents with specific rules about shares, voting rights, and management
- Memorandum of Association: States the company's founding members and their intent to form the company
- Community Interest Company (CIC) Formation: Special articles for social enterprises with additional public benefit requirements
- LLP Agreement: Formation documents specifically designed for Limited Liability Partnerships with modified governance structures
Who should typically use a Formation Document?
- Company Founders: Sign and submit Formation Documents when creating their new business entity, setting initial ownership and control
- Company Directors: Must follow the rules set out in these documents and ensure company operations comply with them
- Shareholders: Their rights, voting powers, and relationship with the company are defined by these documents
- Company Secretary: Maintains and updates Formation Documents, ensuring they reflect any approved changes
- Legal Professionals: Draft and review documents to ensure they meet legal requirements and protect client interests
How do you write a Formation Document?
- Basic Company Details: Gather proposed company name, registered office address, and business activities
- Shareholder Information: List all shareholders with their details and planned share allocation
- Director Details: Compile full names, dates of birth, and residential addresses of all directors
- Share Structure: Decide on share classes, rights, and initial share capital
- Company Rules: Choose between standard model articles or custom provisions for specific business needs
- Digital Platform: Use our automated system to generate legally compliant Formation Documents tailored to your needs
What should be included in a Formation Document?
- Company Name: Full legal name and any trading names, following Companies House naming rules
- Registered Office: Official company address in England or Wales where legal documents can be served
- Business Purpose: Clear statement of company activities and objectives
- Share Structure: Details of share classes, rights, and initial share capital allocation
- Director Powers: Defined authority and decision-making processes for company management
- Shareholder Rights: Voting procedures, dividend rights, and transfer restrictions
- Amendment Rules: Process for changing the articles and other key company decisions
What's the difference between a Formation Document and a Corporate Governance Document?
Formation Documents and Corporate Governance Documents serve different but complementary roles in company administration. While Formation Documents establish a company's legal existence and basic structure, Corporate Governance Documents guide how the established company operates day-to-day.
- Timing and Purpose: Formation Documents are required at company creation, while governance documents evolve as the company grows
- Legal Status: Formation Documents create the company's legal identity; governance documents set internal rules and procedures
- Modification Process: Changes to Formation Documents require formal filing with Companies House; governance policies can be updated internally
- Scope: Formation Documents outline fundamental structure and rights; governance documents detail operational procedures and controls
- Audience: Formation Documents primarily address shareholders and regulators; governance documents guide directors and employees
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