A Certificate of Incorporation, also known as a Corporate Charter or Articles of Incorporation, is an important document for the formation of a corporation. This certificate establishes the legal existence of a corporation, laying out the company's rights, powers, and limitations. A Certificate of Incorporation must be filed with the state government, including a statement of purpose for the company. It must be signed by the officers or directors of the corporation, and often a fee is required for filing the document. It is especially important for businesses that operate in or plan to operate in different states.

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Before filing the Certificate of Incorporation to the state, there are several important provisions to consider. For a business starting out in Chicago, the following is a list of the components of the filing:

Name of Corporation

One of the essential components of a Certificate of Incorporation is the name of the company. The business must check with the Illinois Secretary of State to make sure the desired name is available before submitting the document. Names must also be distinguishable from other companies and may not contain offensive language or words that imply illegal activity.

Type of Corporation

Another important component is the type of corporation the business will be recognized as. The state of Illinois recognizes three categories of corporations: close corporations, professional service corporations, and not-for-profit corporations. The nature of the business will determine which category it falls into, so be sure to do some research before filing the document.

Shares Issued

The company will be required to state the number of shares it has issued, as well as their characteristics. This includes the classes of shares and the par value of each share. If the company wishes to issue shares without a par value, this must be stated in the Certificate of Incorporation.

officers of the Corporation

It’s also important to designate the officers of your business. This includes the names, titles, and addresses of the president, secretary, and treasurer.

Registered Agent

Another required component is the Registered Agent. This is the individual (or an entity) responsible for filing and receiving legal documents and notifications from the state. The registered agent must have a business address of record in the state of Illinois and must be available during business hours.

Duration of the Corporation

In the Certificate of Incorporation, the business should indicate the length of time the corporation should exist. The majority of businesses select ‘perpetual,’ as this grants the business the greatest longevity.

Purposes of the Corporation

The business must outline the intended purpose of the corporation in its Certificate of Incorporation. This should include a general statement, such as “the purpose of the business is to engage in any activity related to the production and sale of ___.” Be sure to check with the state of Illinois to ensure the business meets all legal and regulatory requirements.

acknowledgement Statement

Finally, the Certificate of Incorporation must include an acknowledgement that the business is aware of the registration requirements of the state. The officers of the corporation should sign and date the statement to certify their knowledge and understanding.

Once the Certificate of Incorporation is filed with the state, the business can start to transact. The Certificate of Incorporation is an important document that can help protect a business’s rights and status, so be sure to consult with an experienced attorney before filing the document.

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