An incorporator is the person in charge of setting up a corporation and registering it with the state. They're responsible for filing the paperwork and signing the articles of incorporation. A business is not fully incorporated and legally registered without an incorporator.
Find out more about who can fill this important role during a company's registration process and what their duties are.
What Is an Incorporator?
An incorporator is someone who incorporates a business by filing forms with the state on its behalf and paying the required fees. A company may have one or more incorporators.
Some states require a corporation to have at least three incorporators.
The incorporators of a company are not necessarily the same people who will own it. The owners may hire an incorporator—for example, an attorney—just for the purpose of incorporating the business.
How Does an Incorporator Work?
Corporations are legal business entities separate from a business's owners. To form a corporation, business owners must follow a defined process that includes filing legal paperwork called the articles of incorporation. This document may also sometimes be called a certificate of incorporation. It describes:
- The nature of the business
- The name of the business
- The names and addresses of the board of directors
- What kind of corporation it is
- Information about the number and kind of shares of stock
- The duration of the corporation
- The reason for its formation
- The name and address of a registered agent
Some states require a business to disclose the name of the incorporator as well.
The incorporator signs and files the articles of incorporation with the state in which the corporation is registering, and files 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 for the board of directors
- Organizing an initial meeting of the board
- Adopting the corporation's by-laws
The incorporator has no formal duties once the corporation has been registered with the state. An incorporator may resign their position after the documents have been filed.
Who Can Serve as an Incorporator?
Generally, an incorporator must be 18 years old. The incorporator may be an attorney or other person hired expressly to serve as incorporator. Or, they may be a shareholder, a member of the board of directors, or an officer such as president, treasurer, or secretary.
Because this person is signing legal documents on behalf of the corporation, they should have the authority to act on behalf of the corporation. The incorporator can also act as the registered agent once the incorporation is complete.
Do I Need an Incorporator?
An incorporator is required for two reasons:
- To have someone with authority to sign documents to make sure that everything is correct
- To assure that the corporation can do business in the state
An incorporator is required to form a legal corporation, but you don't need to hire someone special for the job. If you own a small business, you can also act as incorporator if you wish.
On the other hand, you may wish to hire an attorney or other expert to serve as the incorporator as extra reassurance that the articles will be completed properly and filed correctly.
There is a risk of improperly completing the forms if you have no experience with corporations and how they work, so hiring for the role may provide peace of mind to new business owners.
When You Need an Organizer Instead
An organizer is a person who performs the same functions as an incorporator, except they perform them for a limited liability company (LLC) rather than a corporation. The organizer may:
- Sign and file the articles of organization (similar to articles of incorporation) or the certificate of organization
- Sign the operating agreement
An LLC doesn't have by-laws, but it does usually have an operating agreement, which is a document that spells out the rights and responsibilities of the members. The document to be signed depends on the requirements of the state.
While all states require LLCs to have an organizer, not all states require the signature of an organizer on the articles of organization.
- An incorporator is someone who signs the articles of incorporation which create a legally recognized corporation.
- Incorporators can be someone from the business or they can be someone hired to complete the incorporation, such as an attorney.
- Requirements regarding incorporators vary from state to state, but in general they must be 18.
- If you're forming an LLC rather than a corporation, the role of incorporator is called the organizer.