Many businesses decide to incorporate—that is, to form the business as a corporation. In order to begin the process of incorporating, the business must file a business registration form with the state in which you want to do business. The document you must use to for this application is called Articles of Incorporation.
In some states, the document may be called a Certificate of Incorporation (as in Delaware) or a Corporate Charter (another general term).
What are the Articles of Incorporation?
Articles of incorporation are the most important governing document of a corporation. This document must be filed with the state where you want to do business. Each state charges a fee for filing.
A corporation is a specific type of legal business entity that is formed in the state where the company is doing business. To form a corporation, there are specific steps that must be taken and some decisions that must be made.
Filing Articles of Incorporation is necessary to register your business with your state. The registration allows the state to collect taxes and make sure the business is complying with all applicable state laws. The form of these articles depends on the laws of the state.
Articles of Incorporation for Types of Corporations
The exact form of Articles of Incorporation differs depending on the type of corporation. Some types of Articles of Incorporation include:
- Domestic Corporations (In-state)
- Foreign Corporations (Out-of-State or Out-of-Country)
- A Close (Closely-Held) Corporation
- A Professional Corporation
- A Nonprofit Corporation (several different types of non-profits)
- Stock Corporation
- Non-Stock Corporation
- Public Benefit Corporation
Check your state's Secretary of State website for more information on types of Articles of Incorporation and to learn about the requirements and process for filing the Articles of Incorporation.
What Types of Businesses Need Articles of Incorporation?
Articles of incorporation are only for corporations. LLCs must use Articles of Organization (or similar documents) to register their business with a state. Some types of limited partnerships must also register with their state. Sole proprietorships don't have to register with a state.
What Is the Purpose of the Articles of Incorporation?
The Articles of Incorporation provide the basic information needed to form the business and register the business in the state. The state needs to know the name of the business, its purpose, and the people who will be in charge (the board of directors). The state also needs to know about any stock that the business will be selling.
What Information Is Needed for Articles of Incorporation?
The specific articles included in this document vary by state, but the following articles are typically included:
- The name of the corporation: Each state has different requirements for the corporation's name, but some states require you to include the term "Inc." or "Incorporated" to specifically designate this business as a corporation.
- The name and address of the registered agent: People need to have someone who can receive important documents and legal papers on behalf of the corporation, so the registered agent needs to be someone who is available all the time during regular business hours. Many businesses hire a registered agent service, but you can be your own registered agent.
- The specific type of corporation: (stock corporation, non-stock corporation, non-profit corporation, etc.) For a stock corporation, you'll need to include the authority of the corporation for an initial issue of a specific number of shares of stock and the price of those shares. You may also want to designate a certain class of shares (Class A, for example).
- The purpose(s) for which the corporation was formed: What is the corporation selling? What type of business is it in? Each state has different requirements and levels of detail for this section.
- The names and addresses of the initial directors: You will need to form a board of directors, and you may have to list the board members or the corporate officers (president, vice president, secretary, treasurer) on the Articles of Incorporation.
- The name and address of the incorporator: An incorporator is a person in charge of setting up a corporation. The incorporator files the Articles of Incorporation with the state in which the corporation is registering and filing any other corporate documents needed until the corporation is formally registered and recognized by the state. Other duties of the incorporator might include selecting members of the board of directors or organizing an initial meeting of the board. An incorporator can be, but does not necessarily have to be, an attorney. The person designated as the incorporator is listed on the Articles of Incorporation so they may be contacted by the state, if necessary. The incorporator has no formal duties once the corporation has been registered with the state.
- The duration of the corporation: Either perpetual or for a fixed period of time. Most corporations are set up as perpetual organizations.
How Do I File Articles of Incorporation?
The Articles of Incorporation are filed with the office of the Secretary of State for your state, or the Office of the Commonwealth for some states.
Get an Attorney to Write Articles of Incorporation
Many states allow you to file the articles of incorporation online, but these one-size-fits-all documents include specific language that may not be appropriate for your business. Get help from an attorney to write the Articles so they reflect what the owners want for your specific business.