What Is A Certificate Of Incorporation?
A Certificate of Incorporation is a legal document issued by Ministry of Corporate Affairs, upon the successful formation of a corporation or company. It officially signifies that the business entity has been legally registered and recognized as a separate legal entity. The Certificate of Incorporation typically includes essential details such as the company name, registered office address, type of business entity, date of incorporation, and sometimes the names of initial directors or shareholders. It serves as evidence of the company’s existence and legal status, often required for opening bank accounts, entering contracts, and conducting various business transactions.
Elements of Certificate of Incorporation
The Certificate of Incorporation for a privately held corporation encompasses the subsequent elements:
- The corporate name and its condensed variant.
- A declaration outlining the company’s intended commercial objectives.
- The location of the official registered office and the identity of the designated agent associated with this address.
- The sanctioned quantity of shares available for issuance, along with a delineation of distinct stock categories if multiple types exist.
Details Required To Get a Certificate Of Incorporation
Every state decides and sets its own authorized incorporation certificate form. Still, to be on the safer side, you should crosscheck your state’s form details before going forward with the issuing process. There is some common information and data which every state needs to successfully file your business certificate of registration. Read along to find out.
- Filing date
- The organization’s full name, with an ending for instance, “Co.”, “Corporation”, or “Inc.”
- Business code
- The place of business’s registered office
- Declaration outlining the objective of the corporation.
- Form of company
- Value of stock shares
- Number of authorized stock shares
- Registered agent’s name and address
- Incorporator’s name and address
- Board of director’s name and address
These were some of the general details on which a state would want to file an incorporation certificate for you. But there are some states which need a few more details than mentioned above.
For instance, you might be asked to submit the paperwork that highlights your provisions, preferences, and rights authorizing different kinds of stocks. If your company works for the benefit of the public, you will also be asked to elaborate on the benefit it provides to the public.
How to Obtain a Certificate of Incorporation?
Every state permits people to go for online/virtual business filings. So, to successfully submit your incorporation certificate, adhere to the below-mentioned steps.
- Visit your state government’s website and open the homepage.
- Tap on the option of “Business portal” or look for the section of business filings.
- Study the state guidelines for business filing and start your process.
- If you don’t have an account on the website, make sure that you make one. Then only you can successfully submit your business filing.
- Before you start your filing process, ensure that you have all the necessary data with you.
- After gathering all the data, enter all the needed information into the form.
- Then, before going for the final step of submission, review your application thoroughly. Check it for any errors or mistakes.
- Reviewing your application beforehand is important because later if you’d wish to make corrections, your timeline might get delayed, and you may also be charged an extra fee. So, to avoid that, always review your application before submitting it.
- After you submit your application, remember to save a copy of the confirmation text you receive for submission. This would also include a timeline for the whole processing period.
- Next, you will get an acceptance notification and an affirmation for your incorporation certificate filing.
But in case you do not receive any update or confirmation, feel free to contact the state government for a follow-up, and request an updated status for your incorporation certificate.
Read More: Dividend Declearation
What is the cost to get a Certificate of Incorporation?
The certificate of incorporation itself is a relatively inexpensive part of registering a company in India. The Ministry of Corporate Affairs (MCA) charges a fee of only ₹100 (around $1.20 USD) for a certified copy of the certificate [MCA Fee Calculator].
How to attain a copy of your Incorporation Certificate?
Just attaining your business filing is not everything. Once you attain your incorporation certificate, it is necessary that you keep a duplicate copy ready with you on file. Why? Because you might have to submit its copies to the shareholders, various collaborating parties, and also to your directorial board members.
In almost every state, an incorporation certificate is counted as a piece of public information. By public information, it means that anyone can ask and get a copy of your certificate of incorporation. But how to get a copy of your certificate of incorporation? Let’s find out!
- Go to the site of the sector that manages corporate filings in your respective state. For instance, the department can be the Department of State, Secretary of State, or the Divisions of Corporations.
- Then move towards the business filings or corporate entity section of the site. There you will have to look for the name of your firm. Tap on the option of search results and check the results thoroughly.
- Then once you find your company, follow the steps for attaining a copy of the incorporation certificate.
- In several states, one can easily fill the form through a digital portal, while in other states you might have to drop a mail separately.
- The last step is to submit the requested fee.
- Usually, states charge a minimal fee for giving out a copy of an incorporation certificate. These documents consist of dozens of pages, and that’s why charging a nominal fee from people is quite understandable.
Amendment of the Incorporation Certificate
Almost every state gives permits to its residents to amend their business filings. The process to amend might vary in every state. There is a difference in the availability of digital portals in every state. That means some states have the option to amend the corporate filings through an online portal, while other states don’t have that option and may require their residents to fax or mail their amendment forms. To get the full confirmation on the type of process your state follows, check the website, or confirm with your Department of State, or Secretary of State.
Even though you are allowed to amend your corporate filings, you should keep in mind that states have a certain deadline set for amendment filing.
For instance, you will have to complete and fill out the amendment form and amend your certificate of incorporation within a required number of days, once you edit your company details.
What are some of the other documents which companies need to file?
Apart from the corporation certificate, your firm might also have to complete the submission of other important papers before starting your corporation. What are those? Keep reading to find out!
- An application to reserve your company name: This application will help you in holding a company name until a specific date. This holding period usually lasts for 2 months.
- Authority Application: This application will permit you to start your business in one state after you file your incorporation certificate in some other state.
- Dissolution Certificate: You will have to attain this certificate when you decide to liquidate your company.
Is having an attorney necessary to file for a Certificate of incorporation?
There is no compulsion on you to recruit an attorney to complete your corporate filing. You can either pursue and complete the whole filing procedure on your own or take an attorney’s help. The choice is yours. Though there are some essential benefits of hiring an attorney.
The perks of hiring an attorney are mentioned below:
- Avoid missing deadlines: A lawyer will ensure that all your paperwork is done on time and no deadline is missed. When you are filing independently, chances are that you might miss out on various important dates.
- Skip making errors: A lawyer is experienced enough to handle his job well, and not make mistakes. He knows what documents and information would be needed and what will be the correct answers to all the questions. Whereas when you go for independent corporate filing, you might be unaware, and a lot of time might go into gathering knowledge.
Benefits of Having a Incorporation Certificate
Benefits of having a incorporation certificate includes:
Members/stockholders have limited partnerships
Members and investors of a private corporation have limited partnerships. Private assets or properties of stockholders cannot be seized to settle the debt in the event of bankruptcy.
Different legal institution
A Pvt Ltd firm has its own legal identity. It means that the liabilities & assets of the firm employees vary from the firm’s liabilities and assets. In the event of loss, lenders are unable to pursue debt collection against the partners.
Fund Collection
A Private limited business can readily generate cash from financial firms, banks, venture capital companies, investment companies, etc.
Public Trust
Businesses with a certificate of incorporation can readily win the confidence of the people. That is because an incorporation certificate is proof of a company’s legitimacy. Such kind of a business attracts people and helps them trust the company more and more.
Permanent succession
A licensed Pvt Ltd firm has an indefinite existence from the moment it is formed until it is liquidated. If the business exists, a certificate of incorporation is likewise legal in eternity and only lapses when the firm is terminated.
The ability to prosecute
An incorporated business, as a distinct legal body, can sue both individuals and corporations. As a result, it may be prosecuted by other businesses and individuals. The company’s executives and other officers, on the other hand, are not subject to be prosecuted in the firm’s name.
Read More: Strike off Company, Certificate Of Incumbency, Dormant Company
When To File A Certificate Of Incorporation?
Usually, individuals decide to file for their corporation certificate as soon as they make up their minds to start a company. But before you come to the conclusion of starting a firm, you should study all the dos and don’ts of filing as a different form of business. For example, a limited liability company, general partnership, or as a limited liability partnership.
It is a simple rule that you should issue your certificate of incorporation before you kickstart your company business. Various states need you to issue this corporate charter before you begin performing different activities under your firm’s name.
There are certain situations in which you have to file a certificate of incorporation before performing them:
- Recruitment of workers in your company
- Business licensing in your city, state, or country
- Issue corporate taxes
- Start a corporate bank account
You will have to make up your mind, and plan for filing a certificate of incorporation beforehand if you wish to kickstart your company activities. Different states take different time to process your submissions. Some states will get done with it in a few days, and some might take several weeks. You are advised to go through your state’s incorporation guidelines to be aware of the average waiting period.
Where to file for the corporate charter?
Generally, the businesses choose to go through with the incorporation in their own resident state. But you also have other options. When looking to decide where to file the incorporation, set up a round of the following questions with your work team:
- What is your location of choice to conduct your maximum business activities?
- Where do you think your firm has the maximum facilities, workers, and offices?
You are allowed to dream big whenever you want to. And if you feel your business should spread nationwide or you want to provide people with your services and facilities in every state, then you should give a thought to filing the incorporation certificate in the most popular, and business-loving states. This will give you exposure and also help you fulfill your dream of scattering your work all over the country. You can also file for a foreign qualification in different states you’re looking to begin your business in.
Conclusion
A Certificate of Incorporation is a vital document issued to a company once it has been formally established, signifying its legal authorization to operate. This document contains essential details such as the company’s official name, incorporation date, and other pertinent information. It opens up various business opportunities that can pave the way for success.
With a corporate charter, an incorporated business gains a level of autonomy and flexibility to operate according to its own terms and policies. Upon establishing your company, you will receive the Articles of Incorporation. If you’re considering company incorporation, our team at OnDemand International is here to assist you. Our seasoned professionals have extensive experience in company registration and can guide you through the process to obtain your Certificate of Incorporation. Reach out to us today to get started on your business journey.
FAQ’s
A certificate of incorporation is necessary for a private company to operate because it is a legal entity that is not accountable to its shareholders.
All limited corporations, LLPs, and other business entities registered at Companies House receive a certificate of incorporation.
The company secretary issues an incorporation certificate that is valid for the duration of the firm’s existence and lapses when the firm closes.
A domestic address could be used to establish a private corporation, as any address can be used to establish a business.
The requirement for registering a sole proprietorship differs from country to country.
Generally, there are two benefits of establishing a company for stockholders: Transferable Shares & Limited Liability.
