What is a Certificate of Incorporation? Definition & Example

A certificate of incorporation is an integral part of registering and running a corporation – but what exactly is it? 

If you’re an entrepreneur, an established small business owner, a start-up founder, or simply someone who wants to learn more about incorporation, understanding how a certificate of incorporation works is truly invaluable. 

You’re looking to learn more about certificates of incorporation and we have the answers, so let’s take a moment to explore these significant legal business documents.

Key Takeaways

• A certificate of incorporation is the legal document that officially recognizes the formation of your corporation.
• A certificate of incorporation contains all the specific details of your business such as business structure, purpose, management, filing date, and more.
• A certificate of incorporation is signed and filed by a registered agent, a person who represents your business as a go-between between your business and the government.
• You can choose where to register your business depending on where you intend to operate or where your headquarters are.
• There are many different state incentives on offer depending on where you register your business.

What is a Certificate of Incorporation?

A certificate of incorporation is the legal document that officially recognizes the formation of your corporation. 

It is filed with the state government wherever your business is to be registered, and it covers all of the details of how your corporation runs and what exactly it does.

The purpose of a certificate of incorporation is to have your business recognized by the government as a corporation and ensure it is in line with the legal rights and regulations that govern corporations.

When and where you file for a certificate of incorporation will depend on the specifics of your business. 

It’s important firstly to understand that the certificate of incorporation only applies to corporations, and not to sole proprietorships or LLCs.

Those structures have their own legal documentation process. So, you only file a certificate of incorporation when you are transitioning or forming your business as a corporation.

Where you file your certificate will depend on where most of your offices or employees are, or where you conduct the majority of your business.

Different states offer different incentives for corporations, so while you will likely be filing in your home state, it’s worth exploring the different benefits on offer all over the U.S.

Certificate of Incorporation Requirements

A certificate of incorporation has a number of requirements that need to be included:

• Name of corporation: This is important because you need to have an official name under which you conduct business. You cannot be registered under the same name as another business in your state, so it’s important to register a unique name.
• Purpose of corporation: This is an overall view of what your business does.
• Legal addresses: The official address or addresses of your business.
• Duration of business: If your business isn’t a permanent entity, then you will need to outline the duration and scope of your business.
• Shares and Stock: You’ll need to list the number of shares in your business on offer and their details.
• Details of Incorporators: Anyone who is a principal incorporator of the business will need to provide their names and addresses.

There are other requirements for the certificate of incorporation, but these are the major details you need to include when filing.

Articles of Incorporation vs. Certificate of Incorporation

Both articles of incorporation and certificates of incorporation are charters filed with your state government to register your business.

There is no difference between the two, simply a different name for the same documents.

How to Create a Certificate of Incorporation

Filing a certificate of incorporation simply means registering your business as a corporation in your chosen state. 

Each state will have its own distinctions in how they handle the filing of incorporation documents, but here are some key steps:

1. You must incorporate a business somewhere. The United States is a big place, and different states offer different benefits for registering a business! You’ll need to do your research to find out where to go to best suit your needs.
2. You must define your corporate structure, and who holds what positions within it.
3. You must select an original business name to be incorporated under. This means all your legal and corporate documentation and public records will be attached to this name, providing a continuous chain of provenance for any records.
4. You must appoint a registered agent to act as the point of contact between the government and your business. Their job is to transfer legal documents and records and represent the business in the incorporation process.
5. You must file articles of incorporation that detail everything about your business. What it does, how it operates, who does what, and demonstrates that you meet the legal requirements for incorporation.
6. You must establish corporate bylaws – the internal rules governing the management of your business. Think of it as a constitution for the running of your corporation.
7. You must schedule annual board meetings, and then hold them when their time comes up.
8. You may also find that there are additional requirements you must fulfil based on the jurisdiction you are incorporating.

You can do all of this work yourself, or if you find yourself becoming overwhelmed, you can engage an incorporation service like incfile to get your business up and running quickly!

Next Steps

Congratulations on reaching the end of this article! Now that you understand what a certificate of incorporation is, you’ll be able to begin filing for yours and setting your corporation on the right course. Good luck!

FAQs

Related reading:

• What is business formation?