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
Your Corporation
The type sets which articles form and which rules apply. A general stock corporation is the default for a business with owners who hold shares; a nonprofit and a professional corporation follow different rules and often use a different form.
General stock (for-profit) corporation
The standard business corporation with shareholders and shares of stock. Most incorporations use this type.
Most Common OptionNonprofit corporation
Formed for a charitable, religious, educational, or similar purpose. It has no shareholders and follows separate nonprofit rules.
Professional corporation
For licensed professionals such as doctors, lawyers, or accountants. State law limits who may own shares.
The name must be distinguishable from other entities on file in your state and must include a corporate designator such as Corporation, Incorporated, or Limited. Checking availability first avoids a rejected filing.
Yes, I have a name and confirmed it is available
You are ready to file. The name includes a corporate designator and is not already taken in your state.
Most Common OptionI have a name but have not checked availability
Search your state filing office's business name database before filing so the articles are not rejected for a conflict.
I have not chosen a name yet
Pick a distinguishable name with a corporate designator. You may be able to reserve it with the state before filing.
Shares and Structure
The articles must state the number of shares the corporation may issue. Some states base the filing fee or franchise tax on this number, so the figure matters beyond the paperwork.
A single class of common shares
The simplest structure. One class of common stock is typical for a new small business corporation.
Most Common OptionMultiple classes or series of shares
You plan for investors or different voting and dividend rights. The articles must describe each class or series.
I am not sure how many to authorize
Authorize enough for founders and future needs. Some states set fees by share count, so weigh that when choosing.
Filing and Agent
Every corporation must name an agent with a physical street address in the state to receive legal papers. This can be an owner, another individual resident, or a commercial registered agent service.
An owner or individual in the state
A founder or other resident with a street address in the state acts as the agent. No extra cost, but the address becomes public.
Most Common OptionA commercial registered agent service
A paid service accepts legal papers and keeps your address off the public filing. Common for out-of-state owners.
I have not decided yet
Choose someone reliably available at a state street address during business hours. The corporation cannot be its own agent.
Articles of Incorporation Requirements
Corporate Name with a Designator
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.
Statement of Purpose
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.
Agent for Service of Process
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.
Incorporator
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.