Certificate of Incorporation Definition

What are Certificates of Incorporation?

This guide explains all the need-to-know facts about a Certificate of Incorporation, including what it is, what information is included on it, what business type requires it, and 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 a corporate entity. A form of this document is required by each state to formally register a business to conduct business legally. 

If an incorporator doesn’t file the Certificate of Incorporation with the state, they won’t have an official legal entity. Thus, properly filing the 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 by that name in every state. For example, depending on what state the company is 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 a particular state, know that it serves the same overall purpose for the corporation. 

Certificate of Incorporation Examples: What Information to Include

The exact information an entrepreneur must include in their Certificate of Incorporation (or equivalent formation document) depends on the state of incorporation. However, most states require similar information.

For example, a 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, entrepreneurs will need to verify that all information is accurate before filing a Certificate of Incorporation.

Does every small business need a Certificate of Incorporation? 

Technically, not all businesses will need to file a Certificate of Incorporation for their small business. This is because only corporations use a Certificate of Incorporation during their formation process. Conversely, if an entrepreneur is registering a limited liability company, they’d need to file the Articles of Organization — also known in some states as a Certificate of Organization — as their required state formation document. In short, if an entrepreneur is forming a corporation, they’ll use a Certificate of Incorporation, but the form will vary for other entity types.

Certificate of Incorporation Definition Summary

A Certificate of Incorporation is an important legal document that will serve as the official registration document for a corporation. This document goes by a number of different names in different states. However, regardless of the precise name used in a given state, the purpose of the form stays the same. 

A corporation won’t be legally formed until the Certificate of Incorporation is correctly filed with the state. Business owners would be prudent to consult with a legal professional before submitting documents to help ensure that the form is correct.