Certificate of Incorporation Definition

Certificate of Incorporation is a legal document that officially establishes a new corporation, providing it with legal recognition as a separate entity from its owners and outlining its basic structure and purpose.

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What Are Certificates of Incorporation?

If you’re not sure what the definition of Certificate of Incorporation is, don’t worry — we’re here to help! Use our guide below to learn more.

Certificate of Incorporation Definition

According to the Small Business Administration (SBA), a Certificate of Incorporation is a comprehensive legal document that details the basic information about your corporate entity. A form of this document is required by each state to formally register your business to conduct business legally. 

If you don’t file your Certificate of Incorporation with your state, you won’t have an official legal entity. Thus, properly filing your Certificate of Incorporation is essential for any new business owner intending to start a corporation.  

Other Names for Certificate of Incorporation

Importantly, a Certificate of Incorporation isn’t called a Certificate of Incorporation in every state. For example, depending on what state you’re located in, Certificates of Incorporation might instead be referred to as: 

  • Articles of Incorporation
  • Articles of Association
  • Corporate Charter

No matter what this document is referred to in your particular state, know that it serves the same overall purpose for your corporation. 

Certificate of Incorporation Examples: What Information to Include

The exact information you’ll need to include in your Certificate of Incorporation or equivalent formation document will depend on your state of incorporation. However, most states require similar information.

For example, your Certificate of Incorporation must typically include information such as: 

  • Business legal entity name
  • Duration of the corporation
  • Principal business office address
  • Name and address of the business’s registered agent
  • Name and address of the initial incorporators of the business
  • Number and value of shares offered
  • Purpose of the corporation
  • Names of any initial directors and officers of the corporation

As always, be sure to verify that all information is accurate before filing your Certificate of Incorporation with your state. 

Do I Need a Certificate of Incorporation for My Small Business? 

Technically, not all businesses will need to file a Certificate of Incorporation for their small business. This is because you need a Certificate of Incorporation only  to set up corporations. 

Conversely, if you’re registering a limited liability company, for example, you’ll instead need to file Articles of Organization — also known in some states as a Certificate of Organization — as your required state formation document. 

Thus, if you’re planning to form a corporation, specifically, you’ll need to file a Certificate of Incorporation or equivalent document. However, if you select a different type of legal entity structure for your business, your formation documents will be different.

Certificate of Incorporation Definition Summary

A Certificate of Incorporation is an important legal document that will serve as the official registration document for your corporation. This document does go by a number of different names. However, regardless of the precise name used in your state, the purpose will be the same. 

Your corporation won’t be legally formed unless and until you timely and properly file your Certificate of Incorporation with the state. Thus, be sure to speak with a legal professional in your state before submitting your documents to better ensure that you do everything correctly.

Disclaimer: The content on this page is for information purposes only and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.

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Written by Team ZenBusiness