A certificate of incorporation is a legal document/license relating to the formation of a

company A company, abbreviated as co., is a Legal personality, legal entity representing an association of legal people, whether Natural person, natural, Juridical person, juridical or a mixture of both, with a specific objective. Company members ...

corporation A corporation or body corporate is an individual or a group of people, such as an association or company, that has been authorized by the State (polity), state to act as a single entity (a legal entity recognized by private and public law as ...

. It is a license to form a corporation issued by the state government or, in some jurisdictions, by a non-governmental entity/corporation. Its precise meaning depends upon the legal system in which it is used.

Commonwealth systems

In the U.S. a certificate of incorporation is usually used as an alternative description of a corporation's

articles of incorporation Article often refers to: * Article (grammar), a grammatical element used to indicate definiteness or indefiniteness * Article (publishing), a piece of nonfictional prose that is an independent part of a publication Article(s) may also refer to: ...

. The certificate of incorporation, or articles of incorporation, form a major constituent part of the constitutional documents of the corporation. 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 other

common law Common law (also known as judicial precedent, judge-made law, or case law) is the body of law primarily developed through judicial decisions rather than statutes. Although common law may incorporate certain statutes, it is largely based on prece ...

legal systems, the certificate of incorporation has less legal significance. However, it has been held by the

House of Lords The House of Lords is the upper house of the Parliament of the United Kingdom. Like the lower house, the House of Commons of the United Kingdom, House of Commons, it meets in the Palace of Westminster in London, England. One of the oldest ext ...

in '' Cotman v Brougham'' (1918), AC 514, that because the issue of the 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.

Vietnam

Vietnam Vietnam, officially the Socialist Republic of Vietnam (SRV), is a country at the eastern edge of mainland Southeast Asia, with an area of about and a population of over 100 million, making it the world's List of countries and depende ...

, the Certificate of incorporation plays a crucial role. It not only serves as a confirmation of the legal existence of a business but also constitutes an indispensable part of the company's legal documentation. This certificate records fundamental information about the enterprise, including its name, registration number, address, business lines, charter capital, and other essential details.

References

{{Reflist Business law Corporate law Organizational documents