A certificate of incorporation is a legal document relating to the formation of a company or corporation. Its precise meaning depends upon the legal system in which it is used, but the two primary meanings are: A company is, in general, any group of persons, which are known as its members, united to pursue a common interest. ... A corporation is a legal person which, while being composed of natural persons, exists completely separately from them. ...
In the U.S.A. a certificate of incorporation is usually used as an alternative description of a corporation's articles of incorporation.
In English and Commonwealth legal systems, a certificate of incorporation is usually a simple certificate issued by the relevant government registry as confirmation of the due incorporation and valid existence of the company.
In the U.S.A. the certificate of incorporation or articles of incorporation form a major constituent part of the constitutional documents of the corporation. For other uses, see United States (disambiguation) and US (disambiguation). ... The Articles of Incorporation (sometimes also referred to as the Certificate of Incorporation or the Charter) are the primary rules governing the management of a corporation, and are filed with a state or other regulatory agency. ... English law is a formal term of art that describes the law for the time being in force in England and Wales. ... The Commonwealth of Nations, usually known as The Commonwealth, is an association of 53 independent sovereign states, almost all of which are former territories of the British Empire. ...
In other common law legal systems, the certificate of incorporation has less legal significance, although it has been held by the House of Lords in Cotman v Brougham [1918] AC 514 that because the issue a certificate of incorporation is conclusive evidence of the formation of a company, the issuance of the certificate overrides any irregularities which may have occurred during the formation of the company. This article concerns the common-law legal system, as contrasted with the civil law legal system; for other meanings of the term, within the field of law, see common law (disambiguation). ... The House of Lords, in addition to having a legislative function, has a judicial function as a court of last resort within the United Kingdom. ...
Certificate of Incorporation: In most states, the document that is issued by the state corporation authority (i.e.
Incorporation: To form a corporation, organize and be granted status as a corporation by following the legal procedures of the state in which the company will be registered.
At this meeting, the Articles of Incorporation are ratified, By Laws are passed, the initial shares are assigned, officers are elected and authorization of the opening of bank accounts is passed.
The original Certificate of Incorporation of the Company (as heretofore amended, the “Certificate of Incorporation”) was filed with the Secretary of State of the State of Delaware on November 15, 1985.
The Certificate of Incorporation is hereby superseded by this Amended and Restated Certificate of Incorporation, which shall henceforth be the Certificate of Incorporation of the Company.
The text of the Certificate of Incorporation is hereby restated and amended to read in its entirety as follows (hereinafter, the Amended and Restated Certificate of Incorporation, as it may be further amended or restated from time to time, is referred to as the “Amended and Restated Certificate of Incorporation").
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