Incorporation Documents
The legal foundation of AxiForge Holdings Ltd — official filings with Companies House establishing the company as a separate legal entity registered in England and Wales.
What is it?
Incorporation Documents are official filings with Companies House that legally create the company as a separate legal entity. From the date of incorporation, the company can own assets, enter contracts, hire employees, and operate as a business — independent of its founder.
Why it matters
- Provides legal recognition and identity
- Protects personal assets from business liabilities
- Required to open business bank accounts
- Enables the company to raise capital and issue shares
- Builds credibility with investors and partners
- Foundation for SEIS/EIS advance assurance from HMRC
The Certificate of Incorporation is issued by Companies House as official proof that the company legally exists as a registered entity. It is the primary document requested by banks, investors, and counterparties at the start of any due diligence process.
The Memorandum of Association is the founding document signed by the initial subscribers at incorporation. It confirms that the founder agreed to form the company and took up the first shares. Under the Companies Act 2006, the Memorandum is a short statutory document and forms part of the public record at Companies House.
The Articles of Association govern the internal management of the company — shareholder rights, director powers, decision-making procedures, and share transfer rules. AxiForge Holdings Ltd operates under bespoke Articles tailored to the pre-seed and SAFE investment structure.
- Share structure: Class A (founder — voting rights) and Class B (investors — full economic rights, no voting)
- Director authority: full executive powers for the sole director at pre-seed stage
- Reserved Matters: defined list of decisions requiring investor consent post Class B issuance
- Share transfers: pre-emption rights for existing shareholders on any proposed transfer
- Drag-along / Tag-along: standard exit provisions
- Governing law: England and Wales
At the pre-seed stage, the entire issued share capital is held by the founder. Class B shares are unissued and reserved for investors upon SAFE conversion.
AxiForge Holdings Ltd is the parent company of the group. The following subsidiaries are separately incorporated at Companies House and operate independently within their respective business areas. All group IP is centrally assigned to the HoldCo.
AxiForge Engineering Ltd
Design and manufacture of custom industrial machinery
AxiForge Systems Ltd
Autonomous drones and edge AI sensor platforms
AxiForge Tech Ltd
SaaS platform and industrial monitoring OS
AxiForge Manufacturing PL
Production facility in Poland — associated entity
The company meets all ongoing statutory obligations to Companies House and HMRC:
- Confirmation Statement: filed annually at Companies House — confirms accuracy of registered information
- Annual Accounts: financial statements filed at Companies House
- Corporation Tax Return: filed with HMRC
- SEIS/EIS advance assurance: application to HMRC in progress — confirmation before round close
The registered office address must be located in England or Wales. It forms part of the public record at Companies House and is the official address for statutory correspondence from HMRC and Companies House.
Investor Perspective
Investors verify company status directly at Companies House before committing capital. Active registration, complete founding documents, and bespoke Articles of Association structured for the SAFE / Class A / Class B model are the minimum standard expected from any company seeking SEIS/EIS qualification. AxiForge Holdings Ltd meets these requirements.