What Are The Articles of Incorporation?
In order to form a corporation, you will first need to file Articles of Incorporation (also referred to as a Corporate Charter in some states), which is a legal document that creates a new business entity with the Secretary of State (or similarly named state agency that is responsible for business entities).
Each state has different requirements, but in general, the Articles of Incorporation will contain general information about the company, such as the name of the corporation, address of its principal office, names of directors, and other information as required by state law.
Where Are the Articles of Incorporation Filed?
Most states accept business filings through the secretary of state’s office, but some states have a different agency responsible for business organizations. Business owners need to choose their state of incorporation carefully. States like Delaware and Nevada are known to have attractive corporate regulations. However, unless you have headquarters or a principal place of business in one of those states, you are typically better off incorporating where you plan to conduct your business.
When filing the Articles of Incorporation with your state’s agency, you must form under state laws and pay the required state filing fees. Upon approval of the filing, the filing is a public document and your company is officially open under the laws of the state. After acceptance, most states will issue a certificate of incorporation to the incorporator by mail.
What is included in the Articles of Incorporation?
The Articles of Incorporation include basic information about the corporation name, corporation’s purpose, name and address of the incorporator, registered office address, and the name and street address (PO Boxes aren’t allowed) of the registered agent.
Most states also require other information such as:
- The corporation’s physical address for its principal place of business;
- The specific purpose of the corporation. The specificity of this description will depend on your state’s rules;
- Names and addresses of the officers and directors (such as the President, Vice President, Treasurer, and Secretary);
- Information regarding the shares of the corporation such as class of stock (common stock or preferred stock), number of authorized shares, dollar amount, etc.
- The duration of the corporation. This can be a definite period of time or it can exist in perpetuity;
- Some states may require that the Articles of Incorporation list the initial board of directors;
- The effective date will need to be stated in the articles as well. This can be the date when filed or a specified time in the future.
- Duration of the corporation’s existence if you want the corporation to automatically close on a certain date in the future (not common)
In most states, the information provided in the Articles of Incorporation will be public record, meaning anyone can look up this information. In some cases, hiring a registered agent service can help keep some of this information private
The Articles of Incorporation will need to be signed by an “incorporator” before submitting it to the state. An incorporator can be an individual or another corporation and does not need to be a shareholder or director.
