Certificate of Incorporation: Everything You Need to Know

A Certificate of Incorporation is a document submitted by a business within the state it wishes to be headquartered. Particular submission requirements differ from state to state, so you will need to evaluate the statutes governing businesses within the state you select to incorporate.

For example, a Delaware company only exists after the Secretary of State has received a company’s certificate of incorporation. Usually, this document is short because there are only a few requirements for it to provide enough information to the state.

What is in a Certificate of Incorporation?

The certificate should include the following:

  • The title of the company
  • An announcement of business goals
  • The location of the company’s registered workplace within the state
  • The company’s registered agent’s name
  • A statement of issuable stocks and their classifications
  • Title and addresses of the company’s incorporator(s).

The title of the company should include a company ending similar to “Corporation,” “Company,” “Incorporated,” or an abbreviation thereof. The title of the company should not include the phrase “trust” and “bank.” A reservation will be held for 120 days by or on behalf of anybody considering to make use of that name for a home or certified foreign company. Reservations, renewals, changes, or cancellations are made by submitting to the Secretary of State together with the reserved title, the name and address of the applicant or transferee, and a submission fee will be included.

The required provisions are valid if they are included within the certificate. Below are a few provisions that could be in your certificate of incorporation.

  • Any regulatory guidelines for the powers of the company, the administrators, and stockholders
  • Granting the state court the ability to call a corporate meeting for shareholders and discussion of corporate reorganization
  • Granting stockholders preemptive rights to subscribe to further issuances of stock
  • Limiting the company’s duration of operation
  • Changing the required number of stockholder and director votes needed for actions as set forth by statute
  • Limiting liabilities of the administrators and allowing sure indemnification of company brokers
  • Imposing private legal responsibility for the money owed by the company to its stockholders

Can I Change My Certificate of Incorporation?

Legislation permits a company to modify the certificates in any method it wishes, as long as the modification is legal at the time it is added. Before the company has distributed its stock, the certificate can also be modified by a document to present the modification and confirm that the company hasn't obtained any payment for its stock. The writing must be signed by a majority of the incorporators if the administrators haven't been voted in or listed within the unique certificates, or by a majority of the administrators if they've been voted in and named within the unique certificates.

Certificates can also be modified or invalidated after stock has been distributed by approval of the board, and each holder of the majority of any outstanding shares is entitled to vote. As soon as a modification is approved, the company should file a certificate of amendment with the Secretary of State to have it approved. The certificates of incorporation may not include any provision that will impose legal responsibility on a stockholder for the attorneys’ fees or debts of the company.

In other states, the certificate of incorporation may be known as the articles of incorporation. Along with the Certificates of Incorporation, the state can require the submission of supporting paperwork similar to a Consent of Appointment by the Registered Agent and a Cover Sheet offering directions associated with filing.

If you need help with your Certificate of Incorporation, you can post your legal need on UpCounsel’s marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Stripe, and Twilio.