A certificate of incorporation is an official document confirming that the company is duly and legally formed. This legal document is issued by official governmental body responsible for registration of companies in a particular country (e.g. Companies House in the UK).
Usually a certificate of incorporation is a document containing:
- Full name of the company with legal ending (such as “limited liability company”, “joint stock company”, “corporation”, “incorporated”, etc.),
- Company registration number,
- Date of incorporation,
- Company structure,
- Address of the company’s registered office and name of registered agent,
- Total number of shares,
- Official seal of the registration body,
- Other details depending on the country in which the company is incorporated.
In some countries (for an instance, in Delaware, USA) this is a long and detailed document encompassing all important corporate details of the company.
In most jurisdictions a certificate of incorporation is an important document which shows that all documents were properly filed and the company was approved to be registered by official bodies. While in other jurisdictions it has less legal significance. Moreover, there are countries in which the certificate is not issued in paper, but can be found in online databases of registration bodies. Besides, it is allowed to file registration documents electronically which means that you will get your incorporation documents in digital and not in paper unless you specifically request otherwise.
In any case this document is an evidence that the company is officially formed and can legally operate. Many business partners will review certificate of incorporation together with other corporate documents before executing a contract with another company.
If shareholders wish to change the company name or make other changes in the legal form, address or other details, then the company must file an application to make changes in the certificate of incorporation and obtain an amended version.