Certificate of Incorporation

Also known as the articles of incorporation or a “charter,” a certificate of incorporation is the founding document that establishes and organizes a corporation that is organized under the laws of a US state such as Delaware. It must be filed with the Secretary of State in whichever state the corporation is incorporated, which need not be the state of its principal headquarters. The certificate of incorporation contains the name and purpose of the corporation, the address of its registered office, the number of shares of stock the corporation is authorized to issue, the rights of each class or series of stock, and indemnification provisions relating to the board of directors and officers of the corporation.