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

corporation A corporation is an organization—usually a group of people or a company—authorized by the state to act as a single entity (a legal entity recognized by private and public law "born out of statute"; a legal person in legal context) and ...

. 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 Article often refers to: * Article (grammar), a grammatical element used to indicate definiteness or indefiniteness * Article (publishing), a piece of nonfictional prose that is an independent part of a publication Article may also refer to: G ...

. 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 th ...

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 In law, common law (also known as judicial precedent, judge-made law, or case law) is the body of law created by judges and similar quasi-judicial tribunals by virtue of being stated in written opinions."The common law is not a brooding omniprese ...

legal systems, the certificate of incorporation has less legal significance. However, it has been held by the

House of Lords The House of Lords, also known as the House of Peers, is the upper house of the Parliament of the United Kingdom. Membership is by appointment, heredity or official function. Like the House of Commons, it meets in the Palace of Westminster ...

in '' Cotman v Brougham'' (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

{{Reflist Business law Corporate law Organizational documents