Certificate of Incorporation Law and Legal Definition

A certificate of incorporation is a legal document relating to the formation of a company or corporation. In U.S., the certificate of incorporation forms a major constituent part of the constitutional documents of incorporation. It is a document produced by a newly organized corporate entity and submitted to a state office for registration purposes, and this document officially indicates the corporation's existence. Since the requirements for Certificate of Incorporation are created by state laws, it can vary from state to state. Following is an example of a state law (New York) defining certificate of incorporation.

"Certificate of incorporation" includes (A) the original certificate of incorporation or any other instrument filed or issued under any statute to form a domestic or foreign corporation, as amended, supplemented or restated by certificates of amendment, merger or consolidation or other certificates or instruments filed or issued under any statute; or (B) a special act or charter creating a domestic or foreign corporation, as amended, supplemented or restated [NY CLS Bus Corp § 102].