A certificate of incorporation is a legal document that forms a new company or corporation.
- Starting a new company in the State of Delaware.
- Recording basic information about a new corporation, including its name, legal structure, registered agents, and incorporators.
Before allowing a new corporation to do business within its borders, all states require the disclosure of certain information. New businesses must disclose information pertaining to the structure, purpose, and contact information for the new company. A Certificate of Incorporation is a set of documents filed with the government that provide this basic information required by law. A certificate of incorporation is typically the first step in the legal process of creating a new corporation or companies, particularly in commonwealth states.
A certificate of incorporation is analogous to the articles of incorporation required in many U.S. jurisdictions. Just like with articles of incorporation, a certificate of incorporation can include any of several terms describing how and why the company functions. Incorporators can provide additional details about the purpose of the business, for example, or how the board of directors should function. However, all certificates of incorporation must include specific information in order to be legally binding. This information varies by jurisdiction, and the Secretary of State will not approve the formation of a new corporation unless they are accurate and complete according to state law. While a certificate of incorporation may be customized to provide additional detail about business purpose and organization of a new corporation, they are very difficult to amend. As a result, a certificate of incorporation typically only includes the basic information necessary to legally create a new corporation. Incorporators who wish to provide additional guidance regarding the form and function of a new corporation may choose to do so with corporate by-laws or similar documents.
This contract has been drafted to comply with the laws of the State of Delaware. Nearly half of all publicly-traded companies based in the U.S. are incorporated in Delaware, which has a long history of corporation-friendly laws and tax policies. When deciding where to organize their new business, incorporators should carefully consider the laws and policies of all available jurisdictions.