Articles of incorporation are considered one of the most important documents of any new corporation. The document not only spells out the purpose of the business and who will be running it, but also makes it an official entity with the state.
Choosing a type of business entity is one of the first steps of starting any business. Businesses that choose to structure themselves as a corporation must file articles of incorporation with a secretary of state's office. While the specific documents vary by state, each includes a number of questions surrounding the business and its owners. Among the sections typically included in articles of incorporation include:
- Corporate name: The name cannot already be taken, and must include some sort of corporation identifier, such as "Corporation," "Incorporated," "Company" or an abbreviation.
- Registered agent: The name and address of the person, often the company president or member of the board of directors, who is to receive all legal notices and official mailings.
- Purpose: An explanation as to what the business is being started to do. Some states require only a general statement that says it has unlimited power to engage in all lawful business practices. Some states, however, require more detail as to what the business will be selling or doing.
- Duration: How long the company plans to be in business. This is commonly listed as perpetuity.
- Incorporator: The names and address of the people who prepared and filed the articles of incorporation.
- Directors: Each member of the board of directors and their address should be listed.
- Stock: Among the things that need to be included in this section are how many total shares of stock can be issued and how many classes of stock the corporation will be allowed to issue.
Once the proper documents have been filled out and signed by either those incorporating the business or its first board of directors, they need to be filed with the secretary of state's office in the state where the business will be located or headquartered. Fees for filing the articles of incorporation vary by state, but generally run between $50 and $300. In addition to the filing fees, each state has a host of other charges that must be paid at the time of the filing.
The secretary of state's office will then review the forms to make sure the name isn't already in use and that all the other information meets the state's requirements. If everything checks out, the state files the forms, making the business a legal corporation. With that comes the responsibilities of running a business as a corporation, which includes following the rules of either a C corporation or an S corporation.
Samples and templates
Because each state's articles of incorporation forms are different, it is important that businesses find the proper form according to where they are registering the business. Below are links to each state's form that can be filled in online or printed out, completed and sent to the Secretary of State's Office.