What is a certificate of incorporation?
How do you get a copy?
What information is required to prepare a certificate of incorporation?
We will look at what is a certificate of incorporation, its definition, what information is required to get one, how to get a copy, how to file one, articles of incorporation vs certificate of incorporation and more.
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What is a certificate of incorporation
A certificate of incorporation may have a slightly different meaning depending on your jurisdiction.
If you are in the United States, a certificate of incorporation is an alternative way of referring to a corporation’s articles of incorporation.
The articles of incorporation represent an important constitution document that is required to be filed with the state to incorporate a business.
If you are in other English and common law jurisdictions (Canada for example), a certificate of incorporation represents a document issued by the corporate registration authorities confirming the constitution and existence of your corporation.
Certificate of incorporation definition
According to the Cambridge Dictionary, a certificate of incorporation is defined as:
An official document that proves that a company has been legally created and officially exists
Whereas according to Investopedia, a certificate of incorporation is defined as:
Articles of incorporation are also referred to as the “corporate charter,” “articles of association,” or “certificate of incorporation.” Articles of incorporation are a set of formal documents filed with a government body to legally document the creation of a corporation.
What’s notable here is that a certificate of incorporation is defined by one as a document proof of incorporation while the other defines it as incorporation papers that you’ll need to file with the government body for the creation of a corporation.
What is required in a certificate of incorporation
If we consider the certificate of incorporation to represent “articles of incorporation”, let’s see what information is required in this document.
Every state in the United States will have slightly varying requirements in terms of what’s needed in the deed of incorporation.
Typically, you can expect to provide the following information:
- The type of corporation you are forming
- The name of the corporation
- The address of the corporation
- The name of the corporation’s registered agent and address
- The number of shares the corporation is authorized to issue
- The name of the incorporators
- The name of each member of the board of directors
- The incorporation effective date
- Name of the state
- Business code where the entity is formed
- Business purpose
- Date
- Signature of the incorporators
How to get a certificate of incorporation
To prepare your articles of incorporation, you have a few options:
- Prepare it yourself
- Have it prepared by an online document filing service
- Have it prepared by an attorney
Do it yourself
If you are starting a business and you know what you are doing, the most affordable way of getting your certificate of incorporation is to prepare it yourself.
This is the most cost-effective way of getting your corporation certificate but the downside is that you may miss something or forget to include something setting you back in the future.
Hire an attorney
On the other side of the spectrum is to hire an attorney to handle the certificate of incorporation for you.
An attorney is a competent legal professional who can provide you with legal advice, guidance and strategic tips to get you started the right way.
Having a lawyer or attorney support you in your business right from the beginning is a definitive advantage.
The downside is that it may cost you a lot of money that you do not have to spend.
Online document filing service
The “in-between” option is to work with an online document filing service company who is specialized in getting your certificate of incorporation and filing the necessary documents with the state.
The advantage is that their entire business model is focused on the specific task of filing incorporation documents making them highly efficient.
They are also not as costly as lawyers.
However, you may not get a lot of strategic advice or legal support from them as they are typically involved in the “administration” side of things as opposed to the “legal” aspects.
They do offer a great alternative to attorneys if you are not comfortable in handling your certificate of incorporation yourself.
Who needs a certificate of incorporation
If you are looking to operate a business as a separate legal entity to benefit from limited liability protection, you’ll need a certificate of incorporation.
Operating a business using a corporation as a legal entity can provide many advantages such as:
- Limited liability protection
- Ability to raise financing
- Ability to issue shares to key stakeholders
- Ability to issue different classes of stock
- Provides you with additional credibility
- Can allow you to separate your personal taxes with business income
Filing a certificate of incorporation
Each state may have its own standard template for filing a certificate of incorporation.
Very often, you can file your certificate of incorporation directly on the Secretary of State’s website using their official certificate of incorporation template.
For example:
In Delaware, you will need to complete the Certificate of Incorporation for Stock Corporation if you are looking to form a corporation.
In California, you need to complete the Articles of Incorporation of a General Stock Corporation to form a corporation
Getting a copy of your certificate of incorporation
Typically, you can request a copy of your corporation’s document of incorporation or certification of incorporation by submitting a request online via the applicable Secretary of State’s website.
The procedure may vary from one state to another.
You should also expect to pay a certain fee to process your request which will be determined by each state.
Secretary of State’s website
The first step is to locate your Secretary of State’s website.
For the sake of an example, we will use California.
To request a copy of your certificate of incorporation (or articles of incorporation) in California, you should go to the California Secretary of State website at www.sos.ca.gov.
Business search
The next step is to find the corporation for which you want to request a copy of the certificate of incorporation.
You can use the California Business Search tool offered by the California Secretary of State.
Submit request
Once you’ve found and identified the company, you will see if you are eligible to submit an online request or not.
If you are eligible to submit an online request, you can complete the online request by clicking on the link made available to you on the search results page.
If you are not eligible to submit a request online, you will get a message saying that the entity is not eligible for online records to request and you’ll need to complete a Business Entities Records Order Form.
Order Form
If the entity for which you are looking to get the articles of incorporation is not eligible for an online request or you prefer to use an order form, you should use the California Business Entities Records Order Form.
Processing fees
You will also need to pay for the processing fees to get your certificate of corporation.
Certificate of incorporation vs articles of incorporation
Depending on your jurisdiction, the meaning of certificate of incorporation and articles of incorporation can vary.
In the United States, articles of incorporation and certificate of incorporation generally refer to incorporation documents you need to file with the state to create a corporation (incorporate a company).
In this sense, they both refer to the same thing.
In other jurisdictions, a certificate of incorporation is essentially a “certificate” or a “confirmation” issued by the authorities confirming the existence of the corporation whereas articles of incorporation refer to the incorporation documents.
Certificate of incorporation FAQ
What is a certificate of incorporation
In the U.S. states, a certificate of incorporation is a document that you must file with the state to register a company (or to create your corporation).
In many states, they will refer to the incorporation papers as “articles of incorporation”.
In some states, such as Delaware and New York, they will refer to the articles of incorporation as “certificate of incorporation”.
In jurisdictions outside of the United States, a certificate of incorporation refers to a document or “certificate” issued by the government or the corporate registration authorities as proof of the company’s incorporation.
What do you mean by certificate of incorporation
A certificate of incorporation (or incorporation certificate) is a document containing essential information about your business and is a mandatory document you need to file to form a corporation.
Typically, you will have the following information contained in your statement of incorporation:
- The type of corporation you are forming
- The name of the corporation
- The address of the corporation
- The name of the corporation’s registered agent and address
- The number of shares the corporation is authorized to issue
- The name of the incorporators
- The name of each member of the board of directors
- The incorporation effective date
- Name of the state
- Business code where the entity is formed
- Business purpose
- Date
- Signature of the incorporators
Is certificate of incorporation same as articles of incorporation
Yes and no!
In the United States, they both refer to the corporate formation documents needed to incorporate a business.
In other common law jurisdictions such as Canada, articles of incorporation relate to formation documents required to incorporate a company whereas a certificate of incorporation provides proof of corporation existence.
How do I get a copy of my certificate of incorporation
To get a copy of your certificate of incorporation, you will need to submit a request with the applicable Secretary of State or equivalent agency.
You may be able to submit your request online if it’s offered by your state or you may submit an order form.
You should also expect to pay a certain amount of money to cover the processing fees.
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