Also known as the articles of incorporation in certain states or charter. A corporation is formed by filing a certificate of incorporation in the state where it desires to be domiciled. Some states only require that the certificate contains the name of the corporation, the nature of the business the corporation will engage in, name address of the registered agent and registered office, amount and type of stock which may be issued and the name(s) of the incorporators.

However, the certificate of incorporation may also include additional provisions such as provisions authorizing multiple classes of stock, setting out the rights and preferences of the stock and pertaining to anti-takeover measures (such as the creation of a classified board or requirement of supermajority voting). If there is any inconsistency between the certificate of incorporation and other governing documents, the certificate of incorporation controls. Amendments to the certificate of incorporation typically require the approval of the board of directors and the stockholders. Specific filing requirements vary from state to state, so it is important to review the statutes governing business entities in the state where you choose to incorporate.

For further information, see Practice Note: Forming and Organizing a Corporation and Forming a Corporation Checklist.

For a form of certificate of incorporation for Delaware, see Standard Document, Certificate of Incorporation (Short-form DE). For a form of certificate of incorporation for New York, see Standard Document, Certificate of Incorporation (NY).