Incorporating a new company is dependent upon the specific statutes and laws of the particular jurisdiction, whether it’s a country, state or province, within which that corporation is to be formed and draw its legal authority from the particular jurisdiction’s statutes and laws. And as such, the particular documentation that must be prepared and submitted to the governing authority, as well as the proof of incorporation that you receive from the governing authority, is specific to that particular jurisdiction.
Two primary documents that are issued by the governing authority as proof of a company’s incorporation are a certificate of incorporation and articles of incorporation. Each of these incorporation documents have very distinguishable components and attributes, which are important to understand such that they are not inadvertently mischaracterized.
The Certificate of Incorporation is a government issued document that certifies that the corporation has been legally enacted and has been granted all the privileges, rights, powers and responsibilities as set forth in the jurisdiction’s incorporation statute. It also sets forth the corporation’s name, the corporate number assigned to the corporation and the date upon which the incorporation took place. The Certificate tends to be but a single page and is digitally signed and sealed by the jurisdiction’s corporation authority, whereas in years past it was manually signed and sealed.
Meanwhile, the Articles of Incorporation sets forth certain of the key attributes of the corporation as determined by the incorporators, with the jurisdiction’s governing authority only setting forth what specific corporate attributes must be determined and set forth in Articles of Incorporation. Among the attributes that the governing authority might require specified in the Articles of Incorporation would be the number of directors that the corporation is permitted to have, the number and classes of shares, the specific attributes of particular share classes, any restrictions that the corporation might have with conducting a particular business and any further rules or provisions ascribed to the corporation.
Thus the Articles of Incorporation serves to place certain parameters upon the corporation’s ownership and operations, which can vary from company to company, based upon what the incorporator seek to include or exclude from the Articles of Incorporation and how those attributes are specifically written up in the Articles.
A company’s Articles of Incorporation can be very basic and lacking in complexity, with only the minimal amount of specificity in the depiction of those attributes. On the flip side, some Articles of Incorporation can be exceedingly complex, being very extensive depictions of these corporate attributes as is the tendency with lawyers who develop or rely upon extensive write-ups as to share attributes, corporate restrictions and further rules and provisions for the corporation.
The Articles of Incorporation therefore sets forth key attributes of the corporation that the jurisdiction’s governing authority has determined must be set forth and is made part of the government’s record, such that it cannot be changed without receiving the requisite authorization to amend the Articles of Incorporation so as to bring it into conformity with the statute. Furthermore, it is corporation-specific information that the jurisdiction’s governing authority requires being included in the corporate paperwork, which will also be publicly available, provided one can discern where those incorporation papers are located and how to gain access thereto in a timely fashion.
The Certificate thus confirms the corporation’s legal existence and certain very specific identifiers of the corporation, whereas the Articles set forth specified corporation-specific information that addresses certain aspects of ownership and operations, which provides the foundational blocks upon which the corporation is intended to operate, as well as refraining from undertaking certain other activities.
For more practical insights pertaining to incorporating a business as a company visit us at https://www.LawyerIncorporation.com and for more expansive insights into our law firm's legal practice visit us at https://www.neufeldlegal.com.
For the do-it-yourself incorporator in the United States, given our legal practice is in Canada, you might consider the following purchase from Amazon: "Incorporate Your Business: A Step-by-Step Guide to Forming a Corporation in Any State", by Anthony Mancuso at https://amzn.to/41xTxRe and "The Entrepreneurs Guide To LLC, S-Corp & C-Corp Mastery: Dominate Legal Structures and Tax Break Strategies for Business Growth, Protection, and Financial Success", by Christopher Wiseberg at https://amzn.to/4aoJpye.
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