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Articles of Incorporation: What They Are and How to File Them
Quick answer: Articles of Incorporation are the state filing used to form a corporation. They establish the corporation under state law and record basic details such as its name, registered agent, and share structure. The form and requirements vary by state, so use the instructions provided by the state where you plan to incorporate.
Starting a corporation comes with several kinds of paperwork, and it’s easy to mix up what each document is for. Knowing which decisions belong in the state filing and which you’ll handle as you organize the company can make the process easier to follow. This guide walks you through what belongs in the Articles of Incorporation, how to get and file the right state form, and what to do after the state accepts it.
What are Articles of Incorporation?
When you file Articles of Incorporation, you’re asking the state to form your business as a corporation. The document’s name depends on the state: Delaware calls it a Certificate of Incorporation, while California calls it Articles of Incorporation. Once the state accepts and dates the filing, your corporation exists under that state’s law.
The articles record the basics. They don’t explain how you and your team will run the company. That’s what the corporation’s bylaws and internal records are for. For example, bylaws can set out who makes decisions and what directors and officers are responsible for. The company’s records should also show decisions such as how it issues shares to owners. So, getting the filing accepted is an important first step, but it doesn’t cover every part of starting a business. A new café corporation, for example, would still need to check its tax setup and whether local business or food-service permits apply. The articles don’t provide those automatically.
Articles of Incorporation vs. other business documents
When you’re starting a corporation, you’ll come across several documents, and it’s easy to mix up what each one does. Some help form the company, while others set rules for running it, handle taxes, or let you operate in a particular place. Here are the most common documents you may encounter and how they differ.
| Document | Role in forming or running a business |
|---|---|
| Articles of incorporation | Form a corporation under state law and record basic formation information. |
| Articles of organization | Commonly form an LLC. The state’s name and requirements for this document may vary. |
| Bylaws | Set out a corporation’s internal governance rules, such as how directors and officers make decisions. |
| EIN | A federal tax identification number issued by the IRS after the legal entity is formed. |
| Business license or permit | May authorize the company to operate in a particular location or industry. Requirements depend on the business and its activities. |
As you set up the company, you may also hear the term S corporation. It can sound like another type of corporation document, but it refers to a federal tax election. The articles form the corporation with the state; they don’t make that election. If the corporation qualifies and its owners choose S corporation tax treatment, the company must file a separate form with the IRS.
What information do Articles of Incorporation include?
When you fill out the form, the state needs enough information to identify the corporation and record how it’s set up. That usually includes its legal name and registered agent. If you’re forming a stock corporation, you may also need to say how many shares it can issue. You won’t explain your whole business plan here. The form covers the basics, while other company records handle internal rules and ownership details. The exact questions vary by state and corporation type, so use your state’s form as your guide.
| Information | What it means for your company |
|---|---|
| Corporate name | The legal name the company will use in state records. State rules apply to name availability and required wording. |
| Registered agent and address | The person or service designated to receive official papers and legal documents for the corporation in that state. |
| Business purpose | A description of the activities the corporation is organized to carry out. Some states accept broad wording; others ask for more detail. |
| Authorized shares | The maximum number and, in some states, the classes or par value of shares the corporation may issue. |
| Incorporator | The person who signs and submits the formation filing. |
| Initial directors or other provisions | Some states or forms request initial director information, a duration, or additional clauses. |
These are common fields, not a nationwide checklist. Delaware, for instance, requires a stock corporation’s certificate to include the number of authorized shares and their par value. The state’s own form and instructions determine what you must provide. Pay close attention to the share information. Authorized shares are not necessarily the same as shares already issued to owners. The articles may authorize the corporation to issue up to a certain number. The corporation’s records document what it actually issues. If you have cofounders or expect to seek investment, think through the share structure before filing. Voting rights and different classes of stock can affect who controls the company and how ownership changes.
If you’re forming a nonprofit corporation, check the requirements for your purpose before filing. State incorporation does not automatically grant federal tax-exempt status. The IRS says that a corporation seeking Section 501(c)(3) status must include specific language in its charter or articles.
What do Articles of Incorporation look like?
There is no single U.S. template. The state filing office may provide a form for your corporation type, or it may allow you to submit a document that meets the state’s legal requirements. California, for example, provides forms for common corporation types and allows a filer to prepare a different document that complies with state law.
A simplified example could look like this:
Corporation name: Cedar Field, Inc.
Purpose: To engage in any lawful activity for which a corporation may be organized in this state.
Registered agent: Example Agent LLC
Authorized shares: 10,000 shares of common stock
Incorporator: Jordan Lee
This example illustrates the kinds of information a form may request. It is not a universal template or ready-to-file document. Your state may ask for different details, and a company with multiple owners may need to consider additional provisions. Start with the current form and instructions from the state where you intend to incorporate.
Get and file Articles of Incorporation
Filing the articles means gathering the information your state requires, completing its form, and submitting it. Follow these steps to prepare the filing and see what to expect.
1. Get your state’s current form
Go to the state agency that handles business filings, often the Secretary of State. Find the Articles of Incorporation form for the type of corporation you’re forming, and read the instructions before you start. They’ll tell you what information to provide, how to submit the form, and what fee to pay.
2. Check the company name
Before you add a name to the form, search the state’s business records and check its naming rules. The search can tell you whether the state’s records show a similar company name, but it doesn’t check trademark rights. Use it as your first step in choosing a name.
3. Select a registered agent
Choose a person or service in your formation state to receive official papers for the corporation. You may be able to serve as your own agent if you meet the state’s requirements. Whoever you choose must agree to serve and have an address that meets state rules.
4. Decide on the corporation’s basic structure
The form may ask about the corporation’s purpose, shares, and incorporator. If others will own the company with you, decide how you’ll divide ownership and whether everyone’s shares will have the same rights. The authorized shares set how many the corporation may issue; company records should show how many each owner actually receives.
5. Complete and submit the form
Once you’ve settled those details, fill out the form and sign as instructed. Review your entries, pay the required fee, and submit it using a method the state accepts. Follow the filing instructions if anything is missing or needs correction.
6. Review the state’s response
When the state processes your filing, check the accepted copy for errors and save it with the corporation’s records. If the state asks you to correct or complete anything, follow its instructions before treating the corporation as formed.
What to do after the state accepts your filing
Once the state accepts your articles, the corporation has been formed. Now you need to set up how it will work day to day. Start with the bylaws: they’re the company’s internal rules for things like who makes decisions and what directors and officers do. You’ll also want to record the corporation’s first decisions, including who will serve in those roles and how ownership will be issued. Requirements vary by state and corporation type.
Next, apply for an EIN if your corporation needs one. Think of it as the company’s federal tax ID. The IRS says to register the corporation with the state first, and applying for an EIN through the IRS is free. You may also need state tax registration, local licenses or permits, or reports after formation. Which ones depend on where you’re setting up and what your company will do. If you have cofounders, make sure the company’s records show who actually owns what. For example, the articles might authorize the corporation to issue 10,000 shares, but that doesn’t say how many shares each founder receives. Record that separately. The articles establish the corporation and its share limit; the bylaws explain how it’s governed; and the company’s ownership records show who holds its shares. Keeping these details aligned can prevent confusion when you open a bank account or bring in an investor.
Common mistakes when preparing Articles of Incorporation
When you’re filling out the form, it’s easy to overlook a detail or assume the same rules apply in every state. Take a moment to check that your answers match your plans and the state’s instructions. That can help you avoid having to correct the filing later.
- Using the wrong formation document. An LLC and a corporation do not necessarily file the same document. Confirm the entity type first, then select the state’s form for that entity.
- Assuming the form is the same in every state. State names, required fields, fees, and submission methods differ. A sample from another state can help you understand the concept, but it may not satisfy your state’s requirements.
- Treating authorized shares as the founders’ final ownership record. The share limit in the articles and the shares actually issued to owners are related but different details. Agree on ownership and document the company’s decisions in its records.
- Assuming formation covers every requirement. Articles do not automatically provide an EIN, business license, tax registration, or authority to operate in other states. Check the separate requirements that apply to the company’s location and activities.
Frequently asked questions
Before you submit the form, you may still have a few practical questions. Here are answers to the ones founders often ask. For details that depend on where you’re incorporating, check that state’s instructions.
Can I file Articles of Incorporation myself?
Many states provide forms that founders can complete and submit directly. If the company has multiple owners, a complex stock structure, or a nonprofit tax-exemption goal, legal or tax advice may help you assess decisions that affect ownership or compliance.
Are Articles of Incorporation the same as a certificate of incorporation?
They serve the same general purpose: forming a corporation under state law. The name depends on the state. Delaware, for example, calls its formation document a Certificate of Incorporation.
Do Articles of Incorporation give the business a license to operate?
No. The filing creates the corporation under state law. The company may separately need licenses, permits, or tax registrations based on its business activities and location.
Ready to form your corporation?
Starting a corporation means handling several documents, and each has a different job. Articles of incorporation are the filing that creates the corporation with the state and records basic details such as its name, registered agent, and share structure. They’re the starting point; you’ll still need to organize the company’s internal records and check which tax, licensing, or reporting steps apply. If you’re ready to form a corporation, IncParadise can help with the formation filing and registered agent service in all U.S.states.