What a Certificate of Incorporation Is - and what it contains today

Registries issue certificates of incorporation after required filings and fees are accepted. Documents vary by jurisdiction: U.S. filings (often called articles or certificates of incorporation) commonly specify authorized stock, incorporators, and optional director liability limits, while UK-style certificates primarily confirm registration and point to separate constitutional documents such as the articles of association. Modern registries generally allow electronic filing and online name reservation.

What a certificate of incorporation does

A certificate of incorporation is the government document that confirms a company has been legally formed. Registries issue the certificate after reviewing required filings and fees and determining that the incorporation formalities under the local law have been satisfied.

Registries now commonly accept electronic filings and name reservations online, speeding the process. The exact content and legal effect of the certificate vary by jurisdiction, but the certificate typically serves as conclusive evidence that the company exists under law.

Typical contents in common law jurisdictions

Contents depend on the legal system and the form used at filing, but many jurisdictions require some combination of the items below.

Identity and contact

• Company name and (where applicable) any trading or "doing business as" names.

• Registered office address and the name and address of the registered agent or service of process.

Governance and founders

• Name(s) of incorporator(s) and, in some filings, initial director(s).

• Provisions about the board of directors, including size or how directors are elected, if specified in the charter.

Capital and shares

• Authorized capital or the total number of shares the corporation may issue, and any classes or series of stock with basic rights (common vs. preferred).

Purpose and powers

• A purpose clause. Many modern charters use a broad statement (for general corporate purposes) rather than a narrowly framed business purpose to preserve flexibility.

Liability and indemnification

• Clauses limiting director liability or providing for indemnification of officers and directors where the law permits (for example, Delaware law allows certain limitations on director liability).

Amendment and other policies

• Procedures for amending the certificate and, in some cases, notice or meeting rules for shareholders. Some governance provisions are placed in bylaws or articles/memorandum of association rather than the certificate itself.

Key jurisdictional contrasts

• United States: States use different names and forms - many states accept "articles of incorporation," while Delaware uses a "certificate of incorporation." U.S. charters often include stock authorizations, incorporator names, and optional liability-limiting provisions.

• United Kingdom and many Commonwealth countries: Companies House (or equivalent) issues a certificate of incorporation that typically records the company name, registration number, and date of incorporation. The constitutional rules sit mainly in the memorandum and articles of association and the governing companies statute (e.g., the Companies Act in the UK).

Practical points

Because the scope and legal effects of certificate provisions vary, incorporators should review the registry rules and the governing corporate statute in the chosen jurisdiction and draft the filing documents to reflect the company's governance, financing, and liability objectives.