Lost Certificate of Incorporation: How to Replace It

You cannot replace a certificate of incorporation.

The registry issues the original once, at formation, and never again. What you can get is a certified copy, and for almost every purpose that is what people actually mean.

The short answer

The certificate is evidence of a fact recorded on a public register. Losing the paper does not affect the company's existence, its number, or anything else.

Three certificates people confuse

Before ordering anything, be sure which document is actually being asked for. These are three separate things and they are not interchangeable.

How to tell what is wanted:

• "Proof the company exists" or "formation documents" → certificate of incorporation
• "Proof the company is active and compliant" → certificate of good standing
• A Hong Kong counterparty asking for the "BR" → business registration certificate

Ordering the wrong one costs money and delays whatever it was needed for.

United Kingdom

The simplest of the four, because Companies House puts everything on the public register.

Free option. The certificate of incorporation is a filed document and appears on the company's public record. You can download the scanned image at no cost. This is enough for most internal purposes and for many counterparties.

Paid options, when someone needs an official document:

Which to order: if the request is for "a copy of the certificate", the free download usually satisfies it. If it is for "a certified copy" or "an original", order the 22 GBP version. Banks and notaries almost always want the certified one.

Hong Kong

The Companies Registry issues certified copies of the certificate of incorporation on application, with a fee.

The point to get right in Hong Kong is which document you need:

• The certificate of incorporation comes from the Companies Registry and is issued once
• The business registration certificate comes from the Inland Revenue Department and renews annually or triennially

A lost BR certificate is a different process with a different authority, and if it was issued electronically you can usually re-download it free.

Singapore

ACRA issues incorporation documents electronically, which changes the problem.

• There is no paper original to lose in the first place
• The confirmation of incorporation and the business profile are retrieved through BizFile
• A business profile is what most counterparties actually accept in Singapore, and it carries more current information than a certificate

Practical note: if a foreign counterparty insists on a "certificate of incorporation" for a Singapore company, the business profile is usually the correct substitute, and explaining that early saves a round trip.

Delaware

The Division of Corporations issues certified copies of the Certificate of Formation, for an LLC, or the Certificate of Incorporation, for a corporation, on request with a state fee.

Two Delaware-specific points:

1. The file number is what you order against, and it never changes. If you have the number, you can order the document even if you have lost everything else
2. A certified copy of the formation document is not a certificate of good standing. Diligence requests often ask for both, and they are separately priced

	United Kingdom	Hong Kong	Singapore	Delaware
Original reissued	No	No	No	No
Free scan or online record	Yes, free download	Paid search	Paid profile	Free status check
Certified copy available	22 GBP by post	Yes	Business profile instead	Yes
Same-day option	65 GBP	Varies	Varies	Surcharged

Singapore does not issue a certificate of incorporation in the form other jurisdictions expect. Say so early and you save a round trip.

What the certificate does not do

Worth knowing before you spend money chasing one.

• It does not prove the company is still active. A dissolved company's certificate of incorporation remains a true document about a company that no longer exists
• It does not prove compliance. That is the good standing certificate
• It does not list current directors or shareholders. Those change; the certificate does not
• It does not expire, but a counterparty may still want recent evidence of standing alongside it

If someone is asking for the certificate of incorporation to confirm the company is real and trading today, they have asked for the wrong document. Give them the certificate and a current good standing certificate together.

How to avoid needing it again

Three habits that make this a non-event:

1. Download the digital copy the day the company is formed, and store it somewhere that is not one laptop
2. Record the company number separately. With the number you can always reorder; without it you are searching by name
3. Order two certified copies when you first need one. The second is cheaper than the first in most registries, and a bank will keep the one you give it

The certificate is one of a handful of documents worth having on hand from day one, alongside the other formation paperwork a company accumulates.

The summary