Certificate of incorporation
Encyclopedia
A certificate of incorporation is a legal document relating to the formation of a company or corporation
. It is a license to form a corporation issued by state government. Its precise meaning depends upon the legal system in which it is used, but the two primary meanings are:
In the U.S.A. the certificate of incorporation or articles of incorporation form a major constituent part of the constitutional documents of the corporation.
In other common law
legal systems, the certificate of incorporation has less legal significance, although it has been held by the House of Lords
in Cotman v Brougham [1918] AC 514 that because the issue a certificate of incorporation is conclusive evidence of the formation of a company, the issuance of the certificate overrides any irregularities which may have occurred during the formation of the company.
Corporation
A corporation is created under the laws of a state as a separate legal entity that has privileges and liabilities that are distinct from those of its members. There are many different forms of corporations, most of which are used to conduct business. Early corporations were established by charter...
. It is a license to form a corporation issued by state government. Its precise meaning depends upon the legal system in which it is used, but the two primary meanings are:
- In the U.S.A. a certificate of incorporation is usually used as an alternative description of a corporation's articles of incorporationArticles of IncorporationThe Articles of Incorporation are the primary rules governing the management of a corporation in the United States and Canada, and are filed with a state or other regulatory agency.An equivalent term for LLCs in the United States is the Articles of Organization...
. - In EnglishEnglish lawEnglish law is the legal system of England and Wales, and is the basis of common law legal systems used in most Commonwealth countries and the United States except Louisiana...
and CommonwealthCommonwealth of NationsThe Commonwealth of Nations, normally referred to as the Commonwealth and formerly known as the British Commonwealth, is an intergovernmental organisation of fifty-four independent member states...
legal systems, a certificate of incorporation is usually a simple certificate issued by the relevant government registry as confirmation of the due incorporation and valid existence of the company.
In the U.S.A. the certificate of incorporation or articles of incorporation form a major constituent part of the constitutional documents of the corporation.
In other common law
Common law
Common law is law developed by judges through decisions of courts and similar tribunals rather than through legislative statutes or executive branch action...
legal systems, the certificate of incorporation has less legal significance, although it has been held by the House of Lords
Judicial functions of the House of Lords
The House of Lords, in addition to having a legislative function, historically also had a judicial function. It functioned as a court of first instance for the trials of peers, for impeachment cases, and as a court of last resort within the United Kingdom. In the latter case the House's...
in Cotman v Brougham [1918] AC 514 that because the issue a certificate of incorporation is conclusive evidence of the formation of a company, the issuance of the certificate overrides any irregularities which may have occurred during the formation of the company.
Examples
- Editable word doc and printable pdf of generic Certificate of incorporation or Delaware certificate of incorporation http://www.northwestregisteredagent.com/certificate-of-incorporation.html
- A Scottish style certificate of incorporation http://www.research-innovation.ed.ac.uk/ettc/ettc_incorp.pdf
- A Canadian style certificate of incorporation []