Updated
GL-C-06
01 / In 30 seconds
The short answer
- What it is
- A document confirming that a company has been created and entered in the register
- What it contains
- The name, registration number, date of incorporation, jurisdiction
- What it does not confirm
- That the company is active and has no arrears — for that a Good Standing certificate is needed
- Who needs it
- Banks, counterparties, registrars — when opening an account and for transactions
- What to remember
- For use abroad an apostille and a translation are needed
02 / In plain words
What Certificate of Incorporation means
A certificate of incorporation is the document confirming that a company has been created and entered in the state register. It shows the name, registration number, date of incorporation and jurisdiction. It is the first corporate document a company has.
It is important to understand the limits of this document. It confirms that the company was created on a certain day, but says nothing about its current state: whether it is active now, whether it has reporting arrears, whether it is being wound up. To confirm current status, a separate document is needed — a certificate of good standing.
In practice the certificate is required by banks when opening an account, by counterparties when concluding major contracts and by registrars when setting up subsidiaries. For use abroad the document is legalised: an apostille or consular procedure and a sworn translation under the rules of the receiving country.
A case from practice
A client sent the bank only the certificate of incorporation, while a full corporate set with a recent certificate of good standing was required. Opening the account slipped by a couple of weeks simply because the package was incomplete.
When the document is required
- Opening a company bank account
- Concluding major contracts
- Registering a subsidiary
- Taking part in tenders
- Proof of source of income
- Court and notarial proceedings
03 / What it covers
What it contains and what is needed alongside it
Content
- Company name
- Registration number
- Date of incorporation and jurisdiction
Supplemented by
- Articles and memorandum of association
- Register of directors and members
- Good Standing
Limits
- Does not show current status
- Does not confirm the absence of arrears
- Does not reflect changes of officers
For use abroad
- Apostille or legalisation
- Sworn translation
- How recent the extract is
04 / How it works
How to use the document
Obtain it from the registrar
Confirm the recipient’s requirements
Apostille or legalisation
Sworn translation
File it with the full set
05 / Key facts
What you need to know
01
The document confirms the fact of incorporation, not current status
02
Current standing is shown by a Good Standing certificate
03
Banks usually ask for the full corporate set
04
Use abroad requires an apostille and translation
05
Some authorities require a recent extract from the register
Common mistakes
- Filing only the certificate instead of the full set
- Treating it as confirmation that the company is active
- Not checking requirements for how recent the document must be
- Forgetting the apostille when using it abroad
- Using a copy where a certified document is needed
06 / Expert advice
How to prepare in advance
The corporate set is assembled in full: certificate of incorporation, articles, registers of directors and members, certificate of good standing. The recipient’s requirements for how recent the documents must be are confirmed — many banks accept extracts no older than a few months. The apostille and translation are planned in advance, as they take time.
What we do for you. We assemble the corporate set in advance for the specific recipient: what exactly is needed, how recent and with what legalisation. For companies, this is most often what determines how quickly an account is opened.
Anna KovalevskayaLead lawyer for EU citizenship and residency, 12 years of practice
07 / Questions
Frequently asked questions
That the company has been created and entered in the state register: its name, number, date and jurisdiction.
No. To confirm current status, a separate document is needed — a certificate of good standing.
For use abroad — as a rule, yes, plus a sworn translation under the rules of the receiving country.
Usually the full corporate set: articles, registers of directors and members, a certificate of good standing and information on beneficial owners.
The certificate itself does not, but recipients often require recent extracts from the register, no older than a few months.
As a rule, yes — through the registrar or the company’s registered agent. The procedure depends on the jurisdiction.
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