A business incorporates by filing a formation document according to state law, usually with the office of the secretary of state where the business wants to be located. This formation document is called the articles of incorporation in most states but is also known as a certificate of incorporation or charter in certain states with a history of using different terminology. The business is considered incorporated as of the moment the state office accepts the filing and affixes the state’s seal or stamp to the document, conferring authority to operate in the state. The state’s mark on the articles of incorporation is the official proof of incorporation, indicating the exact date the state accepted the filing and the corporation came into being as a recognized entity. The state maintains the record of filings and provides certified copies and certificates upon request to assure the public that the corporation is registered with the state and is in good standing.
Upon filing articles of incorporation with the state, the business will receive a filing receipt by mail. Unless the business orders (and pays for) a certified copy of the articles at the time the paperwork is filed, the receipt may be the only item returned by the state to verify that the filing was accepted. This filing receipt should be kept with a business’ corporate records. In many instances, brandishing the original filing receipt together with a plain (non-certified) copy of the articles of incorporation is sufficient proof of incorporation, alleviating the need to pay for certified copies of the articles every time the corporation needs to provide official documentation.
Copy of Articles of Incorporation
Articles of incorporation are a public document. All states maintain an image database of filings, and most states make this database available over the Internet. Any member of the public can access the database, and if the feature is available, download a copy of the articles of incorporation that were filed with the state (otherwise a person can call the state office to order a copy).
This download will have the state mark and a cover sheet indicating the date the corporation was registered, but it will only be a copy. This version, together with the filing receipt, might be considered sufficient proof of incorporation to open a bank account but would likely not be enough to satisfy due diligence requirements for a loan application. The best solution is to have at least one certified copy of the articles of incorporation in the corporate records book.
A request for a certified copy is easily made at the time of filing with the payment of an additional fee and results in the return of the filing receipt and a copy of the articles with an original state stamp or raised seal. A certified copy of the articles can also be obtained at any time after filing by making a written request and paying the fee.
Certificate of Incorporation
A few states (like Missouri, New Mexico and Georgia) issue what they call a “certificate of incorporation” once a business files its articles of incorporation. In some instances there is a fee that is assessed at the time of filing to produce the certificate. In these states, when proof of incorporation is requested, an original certificate of incorporation is the only acceptable proof. If a business has a stamped or certified copy of the articles but no certificate, the business will likely encounter problems. The business can make a request of the state for a duplicate certificate upon payment of a fee.
Certificate of Good Standing
Another acceptable proof of incorporation that can take the place of a certified copy of the articles is a certificate of good standing. This is a document issued by the state that verifies that a business registered with the state as of a certain date and is currently active and up-to-date on all required state filings. This certificate is also placed under seal. It can be ordered from the state at any time, usually upon payment of a fee.
The state controls incorporation and is the only entity that can definitively establish when a corporation registered with the state and whether it is currently authorized to do business. However, the articles of incorporation are not required to be updated with the latest information regarding who is in control of the corporation and whether it is operating according to plan. Often, when proof of incorporation is requested, the meaning is expanded to include providing proof of ownership, proof of operation, proof of address or proof of authorized signer.
So while certified articles or a certificate of good standing is technically proof of incorporation, a business might be asked to also provide a copy of its bylaws, minutes of board meetings, a corporate resolution granting authority to take a specific action or a utility bill to establish address, or other things that verify its authority and intention to do business in the state.