A certificate of incorporation, also known as articles of incorporation or a corporate charter, is a legal document that is filed with the state government to create a corporation. It is the basic governing document of a corporation and contains information about the corporation’s name, purpose, location, and structure. A similar document, often called a Certificate of Formation, is filed to register an LLC or partnership.
It is worth bearing in mind that some states will issue a certificate to confirm the registration of a given company, while in others the same purpose would be served by a certified copy of the articles of incorporation filed with the state.
The specific requirements for certificates of incorporation vary from state to state. However, there are some common elements that are typically included:
- The name of the corporation
- The purpose of the corporation
- The location of the corporation’s principal office
- The number of authorized shares of stock
- The names and addresses of the initial directors and officers of the corporation
- The name and address of the corporation’s registered agent
In addition to these common elements, some states may have additional requirements. For example, some states require corporations to include a statement of their intended duration (e.g., perpetual or for a specified period of time) or a provision for amending their articles of incorporation.
Here are some examples of differences between states in terms of certificate of incorporation requirements:
- Delaware: Delaware is known as a “business-friendly” state and has relatively few requirements for certificates of incorporation. For example, Delaware does not require corporations to include a statement of their intended duration or a provision for amending their articles of incorporation.
- California: California has more stringent requirements for certificates of incorporation than Delaware. For example, California corporations must include a statement of their intended duration and a provision for amending their articles of incorporation.
- New York: New York has requirements that are similar to California’s. However, New York also requires corporations to include a statement of their authorized capital stock. The State requires new corporations to state how many shares they would be issuing as well as if they have par value (below which the price cannot drop).
When choosing a state to incorporate in, it is important to consider the specific requirements of that state. Here are some additional things to keep in mind when filing a certificate of incorporation:
- The filing fee for a certificate of incorporation varies from state to state.
- The certificate of incorporation must be signed by the incorporators of the corporation.
- The certificate of incorporation must be filed with the secretary of state of the state in which the corporation is being incorporated.
- The corporation will not be considered legally formed until the certificate of incorporation is filed and approved by the secretary of state.
If you need assistance filing your certificate or articles of incorporation / formation to set up a corporation, partnership, LLC, or other entity in the United States, feel free to contact us by calling us at (212) 233-7061 or e-mailing us at info@apostille.us. You may also wish to visit our website.
We can also assist you with retrieving your certificate of incorporation / formation or a certified copy of your articles of incorporation / formation and apostilling or legalizing them for use abroad.