Articles of incorporation form a document that establishes a corporation as a separate business entity.
The articles become a public record and provide important information about the corporation, including its name, contact information, and information about its shares of stock.
The articles of incorporation form
Every state has a form for the articles of incorporation. You can find your state’s form on the website of the state agency that handles business filings. In most states, that’s the secretary of state, but some states have a different business filing agency. If you are forming a non-profit corporation, there may be a special non-profit articles of incorporation form.
State laws require you to include certain information in the articles of incorporation.
Although each state's articles of incorporation form is different, the information will typically include:
- The name and principal office address of the corporation.
- The purpose of the corporation. Most states allow you to state a broad, general business purpose for your corporation—you do not need to be specific.
- The duration of the corporation, if you don’t intend for it to exist perpetually. Sometimes people form corporations that are designed to exist for only a limited period of time.
- The name and address of your registered agent and registered office. The registered agent is someone who has agreed to accept service of lawsuits and other official documents on behalf of the corporation. In some states, the agent must sign a document agreeing to act as agent.
- In some states, you must list the names and addresses of the members of the corporation’s initial board of directors.
- Information about the number and type of shares of stock the corporation is authorized to issue. The number and type of shares may be used to calculate taxes and fees.
- The names and addresses of the incorporators. An “incorporator” is a person who signs the articles of incorporation and ensures that they get filed. The incorporator can be anyone—he or she doesn’t have to be an officer, director, or shareholder of the corporation. A corporation can have more than one incorporator.
- The incorporators’ signatures.
Filing articles of incorporation
You file articles of incorporation with your state’s business filing agency. You must pay a filing fee when you submit your paperwork. Once the corporation has been approved, you will receive a certificate of formation from the state.
Most states also require corporations to have corporate bylaws. Bylaws describe the way the corporation will be run, including the rights and responsibilities of the officers, directors, and shareholders. Bylaws are an internal document that should be kept with your other corporate records. They are not filed with the state.
Preparing articles of incorporation is the first step toward incorporating a business. Be sure to complete the articles fully and accurately, follow your state's filing instructions, and include the proper fee.