What Is a Certificate of Incorporation? (And How to Get One)
By Indeed Editorial Team
Published 20 July 2022
The Indeed Editorial Team comprises a diverse and talented team of writers, researchers and subject matter experts equipped with Indeed's data and insights to deliver useful tips to help guide your career journey.
A certificate of incorporation (COI) is a document that business owners file with the government to register their company. It serves as an official record of the existence of the company and is an important document for conducting administration on behalf of the company. If you're a business professional, learning about this legal document may help you gain a deeper understanding of its uses and significance. In this article, we discuss what a certificate of incorporation is, explain its importance and outline the steps to apply for one.
What is a certificate of incorporation?
A certificate of incorporation is an official document that proves business registration. This document certifies the legal status of a registered company. The Accounting and Corporate Regulatory Authority (ACRA) issues this document after you incorporate a new company.
When you register a company, ACRA first issues an email statement that resembles the COI. It outlines the company's details but doesn't include an authentication seal from the registrar. After you make a payment, you can then receive the actual document that comes with a legal signature. This latter document is the official proof of company registration. The purchased document includes the following company details:
registration number or unique entity number (UEN)
date of incorporation
former names, if applicable
Why is the COI important?
The certificate is important because companies can only conduct activities in the business's name if it has this endorsement. Business owners incorporate their companies so that the business becomes a separate entity. This provides personal liability protection for the owners.
Here are some examples of activities that require business owners to have a COI:
opening corporate bank accounts
signing formal business contracts
showing legal status
applying for permits and licences
applying for business funding, such as loans
applying for business services, such as specialised insurance coverage
selling the company
How to apply for a COI
ACRA is the governing authority that handles the registration of companies. This government statutory board prepares, signs and issues the COI to eligible companies. The certificate confirms the formation of the company on the stated date, the fulfilment of regulatory requirements by the business and the separation of the company's legal identity from the owners.
Here are the steps you can take to apply for a COI when registering a new company:
1. Go on to the Bizfile website
The Bizfile website allows users to apply for the incorporation of a new company. ACRA manages this portal and this portal provides various business services for organisations. The application requires you to submit information, such as the company name and type and the names of the directors and secretary. The fee for registering a company is $300 and it costs $15 for a name application.
2. Endorse the appointments
After ACRA approves the incorporation application, it emails a notification to the assigned officers of the company requesting the endorsement of their appointments. This email doesn't bear any signature. ACRA requires all appointed officers to complete this procedure within 60 days of receiving the email.
3. Purchase the COI
To purchase an electronic COI that contains an authorised signature, you can submit your request on the Bizfile website. The fee is $50 per copy. This fee is applicable every time you purchase a copy of the certificate.
4. Download the certificate
Once the authority confirms receipt of the payment, you can access a link to download the certificate on the Bizfile portal. You can also download the document from a link sent to your email address. You can usually receive the certificate within 15 minutes of the transaction.
Who can purchase the certificate?
There are restrictions on who can purchase the incorporation certificate. These restrictions prevent fraudulent use of the document. For instance, any individual with access to the certificate can open a bank account under the company's name without authorisation. Limiting the people who can receive the COI helps protect the company's interests. Here are the appointment holders in a company who can purchase the certificate:
authorised corporate secretaries
partners or managers, for limited liability partnerships or limited partnerships
How to verify authenticity of the certificate
Checking on the authenticity of a COI may be an important step to confirm a company's legality. Here are the steps you can take to verify that it's genuine:
1. Scan the certificate's QR code
The certificate comes with a unique QR code. Scanning the QR code directs you to a webpage that allows you to verify the document's legitimacy. You can use a QR code reader application to do this.
2. Use ACRA's product authentication service
ACRA has a free online service that allows you to check the validity of the electronic documents that they issue. Using their Product Authentication Facility, you can either enter the UEN number of the entity or the authentication number referenced on the document. This website provides instant confirmation of a certificate's authenticity.
Significance of the register of incorporated companies
Once you incorporate a company, it enters into a public register of companies. This means that the public can access the business information you filed with the authority. It's important that the register contains updated information so that transacting parties have greater confidence in their dealings. Here are the reasons why the register of incorporated companies is significant:
Increases confidence in business transactions
When business professionals transact with other companies, it's prudent to check the status of these companies to confirm their existence and legality. Incorporated companies are legal entities governed by laws such as those in the Companies Act. This may give greater confidence to transacting parties as they perform their business transactions.
Greater transparency of company information
Many public registers of companies are now available online. This makes it easier for the public and business professionals to conduct their due diligence on business entities and the individuals who operate them. They can get information such as the structure of the company and the names of the appointment holders. This may be beneficial to business professionals who can review this information before entering into contracts with companies.
More compliance requirements
Incorporated companies on the public register have more compliance requirements than sole proprietors and partnerships. Some of these requirements include filing annual returns and holding annual general meetings. Those that breach the rules may face disciplinary action from ACRA. This may promote accountability and gain investor confidence.
How to incorporate a company
Owners of companies have limited liability. This means that organisations are distinct entities from their owners and therefore the owners don't assume personal liabilities for the company's debts or legal action. Business professionals who plan to incorporate a company can use the following steps:
1. Choose a company name and address
It's important to ensure that ACRA approves your choice of the company's name. The intended name cannot be identical or similar to other existing names. It cannot infringe on any trademarks. The authority also prohibits the use of obscene terms for company names.
2. Specify the company type
The decision on what type of company to set up depends on your business needs. It's a good idea to review the various permitted structures before deciding. Here are the options:
exempt private company
private company limited by shares
public company limited by shares
public company limited by guarantee
unlimited private company
unlimited exempt private company
unlimited public company
3. Finalise the company's constitution
This document provides details on how the business owners intend to govern the company. It also lists information on the company's structure, regulations and shareholder rights. Your lawyers may help you draft the constitution. You can also refer to model constitutions that are available online.
4. Register on Bizfile
Proceed to the Bizfile website to complete the registration. Apart from the company name, address and constitution, ACRA also requires other information, such as shareholder details and the names of directors and company officers. Once you've submitted the required fee and ACRA approves the application, the incorporation process is complete.
Please note that none of the companies, institutions or organisations mentioned in this article are affiliated with Indeed.
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