A Certificate of Fact is an official status report which is capable of detailing statutory information on a specific UK company. Under normal circumstances, the Certificate of Fact might be very similar to that of a Certificate of Good Standing, with the exception that the former will not contain a statement that the company in question is in fact in good standing.
The primary purpose of a Certificate of Fact is to provide statutory information on a UK company where the entity in question has outstanding filing obligations or has been dissolved and therefore is no longer considered to be in good standing.
Where an official statement is required which contains information of the company’s officers, registered office address, trading activities (via an SIC Code) and share details, the Certificate of Fact can be created for the purpose.
A reduced Certificate of Fact can also be drawn up for dissolved companies. The information contain on this document will essentially confirm that the company existed and list any previous names it might have had during its existence.
The following table compares and contrasts the differences in the information which can be included on a Certificate of Good Standing, a Certificate of Fact and the latter where the company in question has been dissolved.
| Information Available/ Type of Certificate |
Certificate of Fact (Active Company) |
Certificate of Fact (Dissolved Company) |
Certificate of Good Standing |
| Current/Last Company Name |
Yes |
Yes |
Yes |
| Date of Company Incorporation |
Yes |
Yes |
Yes |
| Previous Company Names |
Yes |
Yes |
Yes |
| Date Company Name Changed |
Yes |
Yes |
Yes |
| Directors Names |
Yes |
No |
Yes |
| Directors Service Addresses |
Yes |
No |
Yes |
| Secretary's Names |
Yes |
No |
Yes |
| Secretary's Service Addresses |
Yes |
No |
Yes |
| Registered Office Address |
Yes |
No |
Yes |
| SIC Code and Description |
Yes |
No |
Yes |
| Date of Dissolution |
N/A |
Yes |
N/A |
| Good Standing Statement |
No |
No |
Yes |
The are many scenarios where a Certificate of Fact could be deemed as necessary including litigation claims by a foreign entity against a UK company. Often it is necessary to provide some form of official documentation to a foreign financial institutions which certifies the UK company’s existence, it officers and shareholdings.
Should the UK company have outstanding filing obligations, the Certificate of Fact might provide the required information, although that fact that the good standing statement is absent might raise some queries.
