A certificate of incorporation is a legal document/license relating to the formation of a

company A company, abbreviated as co., is a Legal personality, legal entity representing an association of people, whether Natural person, natural, Legal person, legal or a mixture of both, with a specific objective. Company members share a common p ...

or corporation. It is a license to form a corporation issued by state government or, in some jurisdictions, by non-governmental entity/corporation. Its precise meaning depends upon the legal system in which it is used.

Commonwealth systems

In the U.S. a certificate of incorporation is usually used as an alternative description of a corporation's articles of incorporation. The certificate of incorporation, or articles of incorporation, form a major constituent part of the constitutional documents of the corporation. In English and

Commonwealth A commonwealth is a traditional English term for a political community founded for the common good. Historically, it has been synonymous with "republic". The noun "commonwealth", meaning "public welfare, general good or advantage", dates from the ...

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 other common law legal systems, the certificate of incorporation has less legal significance. However, it has been held by the House of Lords in ''

Cotman v Brougham ''Cotman v Brougham'' 918AC 514 is UK company law case concerning the objects clause of a company, and the problems involving the ''ultra vires'' doctrine. It held that a clause stipulating the courts should not read long lists of objects as sub ...

'' (1918), AC 514, that because the issue of the 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.

References

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