Certificate of incorporation

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A certificate of incorporation is a legal document/license relating to the formation of a company or corporation. It is a license to form a corporation issued by the state government or, in some jurisdictions, by a non-governmental entity/corporation. [1] Its precise meaning depends upon the legal system in which it is used.

Commonwealth systems

In the U.S. a certificate of incorporation is usually used as an alternative description of a corporation's articles of incorporation . The certificate of incorporation, or articles of incorporation, form a major constituent part of the constitutional documents of the corporation. In English and Commonwealth legal systems, a certificate of incorporation is usually a simple certificate issued by the relevant government registry as confirmation of the due incorporation and valid existence of the company.

In other common law legal systems, the certificate of incorporation has less legal significance. However, it has been held by the House of Lords in Cotman v Brougham (1918), AC 514, that because the issue of the 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. [2]

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<span class="mw-page-title-main">Charter</span> Grant of authority or rights

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In the United States, a benefit corporation or B corporation is a type of for-profit corporate entity, authorized by 36 U.S. states and the District of Columbia, that includes positive impact on society, workers, the community and the environment in addition to profit as its legally defined goals, in that the definition of "best interest of the corporation" is specified to include those impacts. Laws concerning conventional corporations typically do not specify the definition of "best interest of the corporation", which has led to the interpretation that increasing shareholder value is the only overarching or compelling interest of a corporation. Benefit corporations may not differ much from traditional C corporations. A C corporation may change to a B corporation merely by stating in its approved corporate bylaws that it is a benefit corporation; however in certain jurisdictions, the terms "public benefit corporation" or "PBC" are also required to be in the legal name of B corporations.

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In business, B Corporation is a private certification of for-profit companies of their "social and environmental performance". It is distinct from the United States legal designation of a benefit corporation. B Corp certification is conferred by B Lab, a global nonprofit organization with offices in the United States, Europe, Canada, Australia and New Zealand, and a partnership in Latin America with Sistema B. To be granted and to maintain certification, companies must receive a minimum score of 80 from an assessment of "social and environmental performance", integrate B Corp commitments to stakeholders into company governing documents, and pay an annual fee based on annual sales. Companies must re-certify every three years to retain B Corporation status.

References

  1. O'Sullivan, Arthur; Sheffrin, Steven M. (2003). Economics: Principles in Action. Upper Saddle River, NJ 07458: Pearson Prentice Hall. p. 197. ISBN   0-13-063085-3.{{cite book}}: CS1 maint: location (link)
  2. Hamish R. Gray (Sep 1960). "Cotman v. Brougham and the Ultra Vires Rule". The Modern Law Review. 23 (5): 561–563. JSTOR   1092095.