Certificate of incorporation

Certificate of incorporation

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.[1] 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 incorporation.
  • In English and Commonwealth 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 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.

Examples

  • Editable word doc and printable pdf of generic Certificate of incorporation or Delaware certificate of incorporation [1]
  • A Scottish style certificate of incorporation [2]
  • A Canadian style certificate of incorporation []

References

  1. ^ Sullivan, arthur; Steven M. Sheffrin (2003). Economics: Principles in action. Upper Saddle River, New Jersey 07458: Pearson Prentice Hall. pp. 197. ISBN 0-13-063085-3. http://www.pearsonschool.com/index.cfm?locator=PSZ3R9&PMDbSiteId=2781&PMDbSolutionId=6724&PMDbCategoryId=&PMDbProgramId=12881&level=4. 

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Look at other dictionaries:

  • certificate of incorporation — 1: a certificate issued by a state s secretary of state that shows acceptance of a corporation s articles of incorporation 2: articles of incorporation Merriam Webster’s Dictionary of Law. Merriam Webster. 1996 …   Law dictionary

  • certificate of incorporation — n. a legal document stating the name and purpose of a proposed corporation, the names of its incorporators, its stock structure, etc …   English World dictionary

  • Certificate of Incorporation — The Certificate of Incorporation of Chicago Mercantile Exchange Inc. unless otherwise specified. Chicago Mercantile Exchange Glossary * * * certificate of incorporation cerˌtificate of incorpoˈration noun certificates of incorporation PLURALFORM… …   Financial and business terms

  • certificate of incorporation — noun state approval of the articles of incorporation of a corporation • Hypernyms: ↑certificate, ↑certification, ↑credential, ↑credentials • Part Holonyms: ↑charter * * * : an instrument authorized by existing law and regulation and serving as… …   Useful english dictionary

  • certificate of incorporation — The certificate that brings a company into existence; it is issued to the shareholders of a company by the Registrar of Companies. It is issued when the memorandum of association and articles of association have been submitted to the Registrar of …   Accounting dictionary

  • certificate of incorporation — The certificate that brings a company into existence; it is issued to the shareholders of a company by the Registrar of Companies It is issued when the memorandum and articles of association have been submitted to the Registrar of Companies,… …   Big dictionary of business and management

  • certificate of incorporation —    A document issued in some states confirming that a corporation has filed articles of incorporation; in other states, the articles themselves are sufficient proof …   Business law dictionary

  • certificate of incorporation — Same as articles of incorporation …   Ballentine's law dictionary

  • certificate of incorporation — a statement filed with a state official in forming a corporation, stating its name, purposes, the distribution of its stock, etc. * * * …   Universalium

  • certificate of incorporation — /səˌtɪfɪkət əv ɪnˌkɔ:pə reɪʃ(ə)n/ noun a document issued by Companies House to show that a company has been legally set up and officially registered …   Dictionary of banking and finance

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