Articles of Incorporation
Articles of incorporation are the founding document you file with your state to create a corporation, naming it, stating its purpose, its agent, and its shares. Attorney review available.
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Introduction
Articles of incorporation are the founding document you file with your state to legally create a corporation. Filing them brings the corporation into existence as a separate legal entity, distinct from the people who own and run it, so the business can own property, sign contracts, and give its owners limited liability for the corporation's debts. The document names the corporation, states its purpose, names an agent who will receive legal papers on the corporation's behalf, and sets out the shares the corporation is authorized to issue. Some states call the same filing a certificate of incorporation. You file the articles with a state office, most often the Secretary of State, and pay a filing fee; the office name, the exact form, and the fee are set by each state. After the corporation is formed, states impose their own ongoing obligations, such as a minimum franchise or entity tax and a periodic report, often called a statement of information or an annual report, that keeps the corporation in good standing. Because the form, the fee, the filing office, the franchise tax, and the report deadline are all set by state law, the specifics differ from state to state. Select your state to see its form, its fee, its filing office, and articles built on its rules. DocDraft builds your articles of incorporation from your facts, with attorney review available before you file.
Key Things to Know
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Articles of incorporation are the founding document filed with the state to create a corporation as a separate legal entity, so it can own property, sign contracts, and give its owners limited liability for the corporation's debts.
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You file the articles with a state office, most often the Secretary of State, and pay a filing fee. The filing office and the fee are set by each state and differ from state to state.
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The articles must name the corporation with a corporate word such as Corporation, Incorporated, or Limited, state a lawful purpose, name an agent for service of process, and set out the number of shares the corporation is authorized to issue.
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Some states call this same founding filing a certificate of incorporation. The document does the same job whichever name your state uses.
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After formation, many states charge a minimum franchise or entity tax to keep the corporation in existence. Whether it applies, how much it is, and when it is due are set by each state.
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Most states require a periodic report, often called a statement of information or an annual report, filed on the state's schedule to keep the corporation in good standing. The deadline and the fee vary by state.
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Articles of incorporation form a corporation. A limited liability company is formed with a different document called articles of organization, and corporate bylaws are a separate internal document that the corporation keeps rather than files.
Key Decisions
Articles of Incorporation Requirements
The corporation's exact name, including a corporate word such as Corporation, Incorporated, or Limited, or an abbreviation. The name must be distinguishable from other entities already on file in your state.
A statement of the corporation's purpose. Most states accept a general statement that the corporation may engage in any lawful activity, though some purposes such as banking or a licensed profession require specific language.
The name and physical street address in the state of the agent who will receive legal papers for the corporation. A post office box is not acceptable, and the corporation cannot serve as its own agent.
The name, address, and signature of the incorporator, the person who signs and files the articles. The incorporator does not have to be an owner or officer of the corporation.
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Frequently Asked Questions
Articles of incorporation are the founding document you file with your state to create a corporation. Filing them makes the corporation a separate legal entity that can own property, sign contracts, and shield its owners from personal liability for the corporation's debts. The document names the corporation, states its purpose, names an agent to receive legal papers, and sets the shares the corporation may issue. Some states call the same filing a certificate of incorporation.
Articles of incorporation create a corporation, which has shareholders, directors, and shares of stock. Articles of organization create a limited liability company (LLC), which has members instead of shareholders and does not issue stock. They are filed with the same state office and serve the same founding role, but they form different kinds of entities governed by different parts of state law. Choose the one that matches the entity you want to form.
You file the articles with a state filing office, most often the Secretary of State, and pay a filing fee that the state sets. The office name, the exact form, and the fee differ from state to state, and some states charge extra for expedited processing. Your state's page shows its filing office, its form, and its current fee so you file in the right place for the right amount.
Most states require the corporation's name with a corporate designator such as Corporation, Incorporated, or Limited, a statement of the corporation's purpose, the name and address of an agent for service of process, the number of shares the corporation is authorized to issue, and the name and signature of the incorporator. Some states ask for the initial directors or the principal office address as well. The exact required contents are set by each state's law.
It is the person or company you name in the articles to receive legal papers, such as a lawsuit or an official state notice, on the corporation's behalf. The agent must have a physical street address in the state, not a post office box, and must agree to accept documents during business hours. Naming a reliable agent matters because papers delivered to the agent are treated as delivered to the corporation.
Many states charge a franchise or entity tax to keep a corporation in existence after it is formed, and some set a minimum amount that is due even if the corporation earns nothing. Others charge no franchise tax at all. Whether it applies, how much it is, and when the first payment is due are set by each state, so check your state's page for its rule and amount.
Beyond the one-time articles, most states require a periodic report, often called a statement of information or an annual report, that updates the state on the corporation's officers, directors, address, and agent. It is due on the state's schedule, commonly within a set number of days of formation and then each year or every other year, and usually carries its own fee. Missing it can lead to penalties or loss of good standing.
Articles of incorporation are the short public document you file with the state to create the corporation. Bylaws are a longer internal document the corporation adopts and keeps in its own records, not filed with the state, that sets the rules for how the corporation is run, such as how directors are elected, when meetings are held, and how officers are chosen. You need the articles to exist as a corporation and the bylaws to govern it.