Certificate of Incorporation: What It Is, Why It Matters, and How to File One

What is a certificate of incorporation, and why is it important?

A certificate of incorporation is the legal document that officially creates your corporation and establishes it as a separate legal entity recognized by the state. This document serves as definitive proof that your business has been properly formed and is authorized to conduct business within that state. Without it, you cannot legally operate as a corporation or access the financial and legal benefits that come with corporate status. Furthermore, you may not be able to apply for lines of credit or open a business bank account, as many financial institutions require proof of your corporation’s existence.

Some states call this document "articles of incorporation" or “certificate of incorporation,” while others call it “certificate of formation” or “corporate charter.”

It's important to note that other business types, like a limited liability company or limited partnership, don't file this certificate. They file other formation documents.

What information is included in a certificate of incorporation?

The specific requirements for your certificate are determined by the laws of the state where you're incorporating. While the exact details may vary, most states require similar core information to establish your corporation's legal identity and structure.

• Corporate name: Your chosen business name, which must be available and comply with state naming requirements
• Corporate purpose: A statement describing what your business will do, often kept broad to allow flexibility
• Business address: The official address where the business is located.
• Registered agent information: Name and address of the person or company authorized to receive legal documents
• Duration: Whether the corporation will exist perpetually or for a specific time period
• Share structure and ownership details: Details on the number of authorized shares, par value, share classes, and voting rights
• Incorporator details: Name, address, and signature of the person filing the document
• Initial directors: Some states require listing the names and addresses of your initial board of directors
• Officer information: Certain states may require initial officer appointments

How to file a certificate of incorporation

Filing your certificate is a straightforward process, but attention to detail is crucial to avoid delays and additional fees. We'll guide you through each step to ensure your filing goes smoothly and your corporation is established without complications.

1. Research your state's filing requirements

Start by visiting your state's Secretary of State website or the appropriate corporate filing agency. Each state has its own forms, fees, and procedures, so it's important to get the most current information directly from the official source.

Download the official certificate of incorporation form or articles of incorporation template. Many states provide fillable PDF forms or online filing systems that guide you through the process step by step.

2. Choose and reserve your corporate name

Before filing, you'll need to ensure that your desired corporate name is available and complies with state government requirements. Most states require corporate names to include words like "Corporation," "Incorporated," "Company," or their abbreviations.

Conduct a business name search through your state's business database to verify availability. If you're not ready to file immediately, most states allow name reservations for a small fee.

3. Appoint a registered agent

Most states require a corporation to have a registered agent with a physical address in the state of incorporation. This person or company will receive legal documents, tax notices, and other official correspondence on behalf of your corporation.

Some owners of small businesses designate themselves as their own registered agent, but hiring a professional registered agent service offers greater reliability, convenience, and privacy.

4. Complete the certificate of incorporation form

Fill out your state's incorporation form carefully, double-checking all information for accuracy. Common mistakes include misspelled names, incorrect addresses, and mathematical errors in share calculations.

Pay particular attention to your corporate purpose statement. While you can be specific, many businesses choose broad language like "any lawful business activity" to maintain flexibility as the company grows.

5. Pay filing fees and submit your documents

Filing fees for incorporating vary significantly by state and by business type, typically ranging from $30 to $500. Some states charge based on the number of authorized shares, so consider this when determining your share structure. Additionally, nonprofit corporations often have lower incorporation fees.

Submit your completed form along with the filing fee through your state's preferred method—online, by mail, or in person. Many states offer expedited processing for an additional fee if you need faster approval.

6. Receive your approved certificate

Once your corporation is approved, you'll receive your official certificate of incorporation from the state. Keep this document in your corporate records. 

7. Complete post-incorporation requirements

After receiving your certificate, you'll need to complete several additional steps to fully establish your corporation:

• Obtain an employer identification number (EIN) from the IRS or from LegalZoom’s EIN service
• Create corporate bylaws governing internal operations
• Issue stock certificates to initial shareholders
• Open a business bank account

How to order certified copies of or amend a certificate of incorporation

After your corporation is established, you may need certified copies of your certificate for various business purposes. You may also need to amend the document as your business evolves. Here’s how to do both.

Obtaining certified copies or a certificate of good standing

Certified copies are official duplicates of your certificate that carry the same legal weight as the original. A certificate of good standing is a formal document that verifies a corporation’s legal status and compliance with state regulations. You may need these to:

• Open business bank accounts
• Apply for business loans or credit lines
• Register to do business in other states
• Obtain business licenses and permits
• Complete merger or acquisition transactions

These are the general steps involved with ordering certified copies or certificates of good standing:

1. Visit the website of your state's Secretary of State or division of corporations.
2. Find instructions for requesting certified copies of business documents, including certificates of incorporation and good standing. Some states prefer that these requests are made online through the state business entity portal.
3. Complete the request, providing all necessary information.
4. Pay the required fee.
5. Choose regular or expedited processing.

Amending your certificate of incorporation

As your business grows and changes, you may need to amend your certificate to reflect new circumstances, like a change of name of the corporation, an increase in authorized shares, or updating the registered agent or office address.

To amend your certificate (or articles) of incorporation, you’ll typically do the following:

1. Visit the website of your state's Secretary of State office or division of corporations.
2. Find the form for a certificate of incorporation amendment. Some states prefer that these forms are filed online through the state business entity portal.
3. Fill out the paperwork, providing all necessary information.
4. Submit the amendment and pay the required fee.
5. Update your corporate records and notify relevant parties.

Certificate of incorporation vs. other formation documents

Understanding the differences between various business formation documents helps you choose the document to form the structure you selected for your business and avoid confusion during the formation process.

Remember that states may use different terminology, so always check with your relevant state agency to determine that you have the correct forms and processes for your business entity. 

Certificate of incorporation vs. articles of incorporation

These terms are often used interchangeably, and in most cases, they refer to the same document. Most states use “articles of incorporation,” but some, like New York and Delaware, use “certificate of incorporation.” 

Corporation documents vs. LLC documents

The formation documents for corporations and LLCs serve similar purposes but create different business structures.

Corporation formation documents:

• Certificate/articles of incorporation filed with the state
• Corporate bylaws (internal governance rules)
• Stock certificates and stock ledger
• Board resolutions and meeting minutes

LLC formation documents:

• Articles of organization (not articles of incorporation)
• Operating agreement (similar to corporate bylaws)
• Membership certificates (if used)
• Member resolutions

Certificate of incorporation FAQs

What's the difference between a certificate of incorporation and articles of incorporation?

There is no functional difference between these documents—they are simply different names used by different states for the same legal document. States like Delaware and New York use "certificate of incorporation," while most other states use "articles of incorporation." Both documents create a corporation as a separate legal entity.

Do LLCs need a certificate of incorporation?

No, LLCs do not use certificates of incorporation. Instead, LLCs file "articles of organization" or "certificates of formation" to establish their legal existence. These documents create a limited liability company rather than a corporation, resulting in different tax treatment, management structures, and operational requirements. (Although there are some exceptions. For instance, in Texas, both corporations and LLCs file a certificate of formation for their business entity.) 

How much does it cost to file a certificate of incorporation?

Filing fees vary significantly by state, generally ranging from $50 to $500. Some states charge a flat fee regardless of your corporation's size, while others base fees on the number of authorized shares. Additional costs may include expedited processing fees, certified copies, and registered agent services if you don't serve as your own agent.

How long does the incorporation process take?

Processing times vary by state and filing method. Most states offer expedited processing for an additional fee, which can reduce processing time. Plan ahead to ensure that your corporation is established when you need it.

Can I amend my certificate of incorporation after it's filed?

Yes, you can amend your certificate of incorporation to reflect changes in your business. Common amendments include a change of name of the corporation, increasing authorized shares, or updating your registered agent. The process generally requires board approval, filing articles of amendment with the state, and paying an amendment fee. Some changes may also require shareholder approval depending on your state's laws and your corporate bylaws.

How LegalZoom can help you incorporate

Ready to establish your corporation with confidence? LegalZoom's business formation services handle all the paperwork and filing requirements, ensuring that your articles of incorporation are completed accurately and efficiently. Our experienced team guides you through every step of the process, from name availability checks to obtaining your official documents, so you can focus on building your business while we handle the legal details.

Edward A. Haman, Esq., contributed to this article.