How to Obtain a Copy of a Certificate of Incorporation

By Tom Speranza, J.D.

How to Obtain a Copy of a Certificate of Incorporation

By Tom Speranza, J.D.

A corporation forms under state law by filing a certificate of incorporation. Some states refer to this document as articles of incorporation. If a company later modifies its certificate—for example, by authorizing additional shares or classes of stock or changing its registered agent—the corporation must also file the amendments to the certificate. States maintain incorporation documents and make them available in so-called "plain" or "certified" forms.

Fountain pen and stamp resting on documents

Reasons for Obtaining Copies of Incorporation Documents

If you own a small business or deal with other small businesses, you might occasionally need to obtain a copy of a company's certificate of incorporation. Examples of possible scenarios include:

  • If your company borrows money from a bank and one of the required closing documents is a certified copy of your certificate of incorporation.
  • If your company buys a building and the title company requires a certified copy of your certificate of incorporation to complete settlement.
  • If your company leases office space and the landlord requests a copy of your certificate of incorporation to confirm its new tenant's identity before signing the lease.
  • If you need a copy of a customer's certificate of incorporation to confirm its existence before signing a supply or service contract.
  • If you need a copy of a consulting firm's certificate of incorporation to confirm how long it has been been in business before it starts work on your company's IT system.

Where to Find Incorporation Documents

Each state has a website for the office that maintains business entity records. In most states, the relevant office is the Secretary of State or Department of State, but some states call it a Division of Corporations.

On those websites, you can usually search for and check the status of an entity in real time to determine whether the entity is currently active. The amount of information you can obtain for free is usually limited to:

  • Exact, official name of the corporation
  • Incorporation date
  • State file or entity number
  • Name and address of the company's registered agent in the state

If there are several corporations with similar names, it can sometimes be difficult to determine whether you've found the correct corporation.

Versions of Incorporation Documents

States charge different fees for copies depending on the portion of the company's file that you need and the level of authentication you request. The typical versions of incorporation document copies you can buy include:

  • Plain copy. The cheapest option consists of a simple, uncertified copy of a company's certificate of incorporation and its amendments. The fee usually depends on the number of pages.
  • Certified copy. A certified copy includes an official certificate from the state that declares the attached incorporation documents to be the current version of the company's certificate of incorporation and all its effective amendments. This package typically does not include old superseded documents on file for the company. The fee for a certified copy is usually a flat fee for the certification and a per-page charge for the actual records.
  • Authenticated/apostilled copy. Sometimes, the person obtaining a certified copy of incorporation documents requests authentication of the signature of the state official making the certification. This is most common when certified incorporation documents are necessary for an international transaction. If the transaction is based in a country that is a member of the 1961 Hague Convention on Public Documents, the authentication is called an "apostille," and it must follow a specific format and include a certain kind of seal. For all other countries, the authentication of the public official's signature is less specialized. These authentications of certified copies require the payment of additional fees.

There are a number of reasons you might need to request a company's certificate of incorporation, especially if you're a small business owner. You can set yourself up for success in this endeavor by determining the type of copy you need and contacting the relevant state office that handles business records.

This portion of the site is for informational purposes only. The content is not legal advice. The statements and opinions are the expression of author, not LegalZoom, and have not been evaluated by LegalZoom for accuracy, completeness, or changes in the law.