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What is a Certificate of Incorporation?

Felicia Dye
Felicia Dye

A business venture cannot generally become a corporation by simply claiming to be one. A corporation must usually be approved or recognized by some type of government entity. A certificate of incorporation is a document that shows that a company has received that recognition. The circumstances for obtaining such a document are often contained in body of law, such as South Africa's Companies Act.

When a person is born, he is generally given a birth certificate which includes his name; establishing a corporation is much the same. A certificate of incorporation is a document that, among other things, names a business that has become a legal entity. In order for this naming to occur, it is commonly required that the business' name first be researched for duplicates and then reserved.

In some instances, the certificate of incorporation carries a great deal of legal importance. In other instances, this is not the case; it serves more as proof of registration. The degree of importance often varies by country.

Woman with hand on her hip
Woman with hand on her hip

Being a legal entity commonly means that this type of business is recognized by the law in a similar manner as an individual. It also means that the individuals who are part of the business have limited personal liability for the overall responsibilities and obligations of the corporation. If, for example, the corporation is sued, the individuals' assets are not usually considered for paying damages or debts.

In the United States, a business that has received a certificate of incorporation is subject to many of the same rights and legal obligations as an individual. For example, an established corporation may have the right to sue in its own name. Criminal charges that could be filed against a person may also be filed against such a business.

The process of obtaining a certificate of incorporation may be more complicated in some locations than in others. The exact requirements, rules, and waiting periods for obtaining the document can greatly vary. The authorities that issue these documents may also vary. There are some aspects that are fairly common, however.

In many instances, acquiring this type of document requires that the business be composed of individuals holding certain positions. In New Zealand, for example, a corporation must consist of at least one director and one shareholder. Obtaining such a document often requires disclosure of a physical address.

Sometimes obtaining a certificate of incorporation requires a charter. What the charter is required to contain can vary. It is common, however, for a charter to be required to include a business' purpose for existence.

Discussion Comments


I had no idea you could file criminal charges against a business! That doesn't exactly make sense though, because then how is the business supposed to pay for the crimes? You can't send a business to a jail! I suppose you could fine the business a certain amount of money as punishment.

Or maybe the people listed on the certificate of incorporation form would be criminally liable for the crimes committed by the business entity? Either way it sounds quite confusing.


@indemnifyme - Your guess is as good as mine! However, I think eventually most things will be digitized and there won't be paper copies of licenses and certificates.

Anyway, I'm always amazed that corporations are sort of treated like people for legal purposes. Because a corporation isn't the same as a person at all! A corporation is made up of a bunch of different individuals who don't all think the same thing and might not act of one accord. So I think it's funny that a company certificate of incorporation is almost like a birth certificate!


I'm wondering if a certificate of business incorporation is usually physical, digital, or both? I imagine before computers they were paper, and maybe the corporation had one and some kind of government entity had another.

However, these days pretty much everything is computerized! I know when I got my state insurance license, I actually received a digital file. I was able to print it out at will, but the actual license itself was digital. However, I was licensed in another nearby state, and they actually sent me a paper copy. I wonder if the same thing goes for certificates of incorporation?

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