Articles of Incorporation
Are you thinking of starting your small business? If you are planning to Incorporate your business, you must file company formation documents with the state government. One of the most important steps you need to take is to file the Articles of Incorporation (often known as Certificates of Incorporation, Articles of Association, or Charters) at a Secretary of State’s Office or with the Department of Commerce.
Unlike a General Partnership or a Sole Proprietorship, both of which are formed as soon as the owner or owners conduct business, LLC and Corporation must be created with the state, and each state has its own incorporation requirements. Let’s learn about the Articles of Incorporation in detail.
What are “ Articles of Incorporation”?
A company can file in the state in which it does business or in any other state of its choosing. To be recognized as a corporation, your business needs to incorporate by following certain steps and making decisions that are crucial for incorporating your business. One such important step is filing Articles of Incorporation.
Regardless of whether you are creating an S Corporation or a C Corporation, the company formation document is called the “Articles of Incorporation” or “Certificate of Incorporation.” It provides the state with important information about your business. The information included in the Articles of Incorporation is a matter of public record, which means that anyone can access it.
For Articles of Incorporation, you need to register a corporation with a state and acts as a Charter to recognize the establishment of a corporation. The document outlines the basic information required to form a corporation, the governance of a corporation, and the corporate statutes in the state where the Articles of Incorporation is filed. In the United States, Articles of Incorporation are filed with the Secretary of States Office and in the state where the business chooses to incorporate. Some states offer more favorable regulatory and tax environments and, as a result, attract a greater proportion of firms seeking incorporation.
What is the purpose of Articles of Incorporation?
The Articles of Incorporation give the necessary information required to form the business and also register the business in the state. The state where you conduct the business needs to know the name of the business, its purpose, and the people who will be in charge. For a corporation, the state also wants to know about any stock the business will be selling.
What information is needed for Articles of Incorporation?
The particular articles added in this document vary by state, but the following information is generally included:
- The name of the corporation: Each state has varied requirements for the name of your corporation, but in most cases, it must include the term “Inc.” or “Incorporated” to explicitly designate the business as a Corporation.
- The name and address of the Registered Agent: Your business needs to have someone who can receive relevant documents and legal papers on behalf of your corporation, so you need to hire a registered agent. The registered agent needs to be someone who is available during the regular business hours.
- The specific type of corporation (Stock Corporation, Non-Stock Corporation, Non-Profit Corporation, etc.) For a Stock Corporation, the authority of the corporation for a fundamental issue of a particular number of shares of stock and the price of those shares. You may also want to choose a specific class of shares ( For example, Class A).
- The purpose(s) for which the corporation was formed: What type of business is it in? What is the corporation selling? Each state has distinct requirements and levels of specification for this section.
- The names and addresses of the Initial Directors: You are required to form a board of directors, and you may need to list the corporate officers (president, vice president, secretary, treasurer) or the board of members on the Articles of Incorporation.
- The name and address of the Incorporator (the person making the incorporation documents). An incorporator is a person who sets up a corporation. The incorporator files the Articles of Incorporation with the state in which the corporation is registered. He is also in charge of filing any other corporate documents required until the corporation is formally registered and approved by the state. Other duties of the incorporator include organizing an initial meeting of the board or in some cases selecting members of the board of directors. It is not necessary to have an attorney as your incorporator. Your chosen person designated to be the incorporator needs to be listed on the Articles of Incorporation, so that if required he/she may be contacted by the state. The incorporator has no formal duties once the corporation has been registered with the state.
- The duration of the corporation: It can be either perpetual or for a fixed period of time. Most corporations are set up as perpetual organizations.
The Articles of Incorporation Form
You will need to fill the form for the Articles of Incorporation, and you can find your state’s form on the website of the state agency that manages business filings. In most of the states, the form is available from the secretary of state, but some states have a separate business filing agency. If you are forming a Non-Profit Corporation, there may be a special Non-Profit Articles of Incorporation form.
State laws expect you to include specific 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.
How do I file Articles of Incorporation?
The Articles of Incorporation are filed with the office of the Secretary of State for your state. After that, you can get the help of an attorney to construct the document. Forming a corporation is complicated. While many states allow you to file the Articles of Incorporation online, it is a good idea to get an attorney to help you with the process of forming a corporation, so you don’t miss anything important.
How can IncParadise help you?
When you file paperwork with Secretary of State to set up Corporation or LLC, you will receive Articles of Incorporation. At IncParadise, we help you in filling the information correctly. It is part of our company formation process.