Certificate of incorporation

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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:

  • 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.

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.

[edit] Examples

  • A U.S. style certificate of incorporation [1]
  • An English style certificate of incorporation [2]

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