The legal document filed with the state to officially form a Corporation; it establishes the company’s legal existence and is equivalent to Articles of Incorporation in most states.
What is the Certificate of Incorporation?
A Certificate of Incorporation is the official state-issued document that legally forms a Corporation in the United States. It serves as proof that a corporation exists as a separate legal entity and has been registered with the appropriate state authority—typically the Secretary of State. This document is commonly used in Delaware and a few other states, while many others refer to it as the Articles of Incorporation. Regardless of the name, its purpose is the same: to formally establish a corporation under state law.
The Certificate of Incorporation includes essential information such as the corporation’s legal name, registered agent and address, the purpose of the corporation, the number and type of shares it is authorized to issue, and the names of its incorporators. Some states may also require additional details, such as the business duration or the names of the initial directors.
Filing this document is the first official legal step in forming a corporation. Once approved by the state, the corporation gains its own legal identity, separate from its founders or shareholders. This means it can enter contracts, own property, open bank accounts, sue or be sued, and take on debt in its own name. Importantly, it also offers liability protection to its owners, shielding their personal assets from business-related obligations.
For U.S. and international founders alike, obtaining the Certificate of Incorporation is crucial for opening a business bank account, applying for an EIN (Employer Identification Number), raising investment, or signing legally binding agreements. Without it, a corporation simply does not exist in the eyes of the law.
In summary, the Certificate of Incorporation is the legal foundation of a corporation. It marks the official beginning of the business’s life as a recognized entity and is required to operate legally in the United States.
