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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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.
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.
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:
No matter what this document is referred to in your particular state, know that it serves the same overall purpose for your corporation.
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:
As always, be sure to verify that all information is accurate before filing your Certificate of Incorporation with your state.
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.
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.
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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.
Written by Team ZenBusiness
ZenBusiness has helped people start, run, and grow over 800,000 dream companies. The editorial team at ZenBusiness has over 20 years of collective small business publishing experience and is composed of business formation experts who are dedicated to empowering and educating entrepreneurs about owning a company.
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