A certificate of incorporation is a legal document relating to the formation of a company or corporation. It is a license to form a corporation issued by state government.[1] Its precise meaning depends upon the legal system in which it is used, but the two primary meanings are:
In the U.S.A. the certificate of incorporation or articles of incorporation form a major constituent part of the constitutional documents of the corporation.
In other common law legal systems, the certificate of incorporation has less legal significance, although it has been held by the House of Lords in Cotman v Brougham [1918] AC 514 that because the issue a 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.