Articles of Incorporation are the fundamental legal documents that formally create a corporation in the eyes of the law. Think of them as your corporation's "birth certificate" – they officially bring your business into existence as a separate legal entity with rights and responsibilities distinct from its owners.
Understanding Articles of Incorporation
When you decide to incorporate your business, filing Articles of Incorporation with your chosen state's Secretary of State office is the crucial first step. This document establishes your corporation's legal existence and provides essential information about your business structure, purpose, and governance.
What's Included in Articles of Incorporation?
Essential Information Required
Corporate Name Your corporation's official legal name must be unique within the state and typically include "Corporation," "Incorporated," "Company," or their abbreviations (Corp., Inc., Co.).
Registered Agent Information Every corporation must designate a registered agent – a person or company authorized to receive legal documents and official correspondence on behalf of the corporation.
Corporate Purpose A statement describing your business activities. Many corporations use broad language like "any lawful business purpose" to maintain flexibility.
Share Structure Details about your corporation's stock, including:
Number of authorized shares
Classes of stock (if applicable)
Par value of shares
Rights and preferences of different share classes
Incorporator Information Name and address of the person(s) filing the Articles of Incorporation. The incorporator doesn't need to be an owner or officer of the corporation.
Principal Office Address The corporation's main business address within the state of incorporation.
Optional Provisions
Director Information Some states require listing initial directors, while others allow this information to be included in bylaws instead.
Duration Most corporations are formed for perpetual existence, but you can specify a limited duration if desired.
Special Provisions Any unique governance structures, voting requirements, or operational restrictions.
The Filing Process
Step-by-Step Filing
Choose Your Corporate Name
Verify name availability through state database
Consider reserving the name if needed
Prepare Required Information
Gather all necessary details about directors, shares, and addresses
Determine your registered agent
Complete the Articles
Use your state's official form or create a custom document
Ensure all required information is accurate and complete
Pay Filing Fees
Fees vary by state, typically ranging from $50 to $500
Some states offer expedited processing for additional fees
Submit Documents
File online, by mail, or in person depending on state requirements
Keep copies of all submitted documents
Processing Time
Most states process Articles of Incorporation within 5-15 business days for standard filing. Expedited processing options are often available for same-day or next-day approval.
After Filing: Next Steps
Once your Articles of Incorporation are approved, you'll receive a Certificate of Incorporation or similar document proving your corporation's legal existence. However, incorporation doesn't end there.
Immediate Post-Incorporation Tasks
Create Corporate Bylaws Detailed internal rules governing how your corporation operates, including meeting procedures, officer duties, and decision-making processes.
Hold Organizational Meeting Initial meeting to adopt bylaws, elect directors, issue stock certificates, and handle other organizational matters.
Obtain Federal EIN Apply for an Employer Identification Number from the IRS for tax purposes and bank account opening.
Open Corporate Bank Account Maintain separate business finances to preserve corporate liability protection.
Issue Stock Certificates Formally distribute ownership shares to initial shareholders with proper documentation.
Common Mistakes to Avoid
Using a name that's already taken or too similar to existing businesses
Providing incorrect registered agent information
Authorizing too few shares for future growth
Failing to maintain required corporate formalities after filing
Not updating Articles when making significant business changes
State-Specific Considerations
Each state has unique requirements for Articles of Incorporation. Delaware offers maximum flexibility, Florida provides business-friendly terms with no state income tax, and Wyoming offers low costs and strong privacy protections. Choose your incorporation state based on your specific business needs and long-term goals.
Articles of Incorporation are more than just paperwork – they're the foundation of your corporate structure. Properly prepared Articles protect your interests, provide operational clarity, and ensure compliance with state regulations from day one.