Articles of Incorporation are typically used when a company wants legal recognition as a business entity. They can help give a business liability protection and reduce its tax rates based on the laws of its particular state, making them an attractive option for many enterprises.

While our downloadable Articles of Incorporation template meets the requirements of most states, we still strongly recommend you use our online form builder above to create Articles of Incorporation customized to your state laws.

This document is also known as:

• Certificates of Incorporation

• Letters of Incorporation

• Corporate Charters

• Articles of Organization

• Company Articles

Table of Contents

• What are Articles of Incorporation?
• What to Include in Articles of Incorporation
• How to File Articles of Incorporation
• The Pros and Cons of Incorporating a Business
• Search Corporations & Business Entities by State
• Articles of Incorporation FAQs
• What are bylaws?
• What is a filing fee?
• What is franchise tax?
• What is the corporation’s principal place of business?
• What should be included in the purpose of incorporation?
• Who is the registered agent?
• What do I include if the registered agent is an individual?
• Who is the incorporator?
• Who is the director?
• Who are the officers?
• What is authorized capital?
• What’s the difference between Articles of Incorporation and operating agreements?
• Articles of Incorporation Example

What are Articles of Incorporation?

Articles of Incorporation, also known as a Certificate of Incorporation or Corporate Charter, are legal documents that officially establish and register a corporation as a separate legal entity with the state government. These documents are typically filed with the Secretary of State's office or a similar government agency in the state where the corporation is being formed. Here are the key components and purposes of the Articles of Incorporation:

1. Corporate Name: The Articles of Incorporation must specify the legal name of the corporation. This name should be unique and comply with the naming requirements of the state where the corporation is being formed. It typically includes terms like "Corporation," "Inc.," or "Ltd." to indicate its corporate status.

2. Registered Agent: The document must include the name and address of the corporation's registered agent. The registered agent is a designated individual or entity responsible for receiving legal documents, such as lawsuits and official government notifications, on behalf of the corporation.

3. Principal Place of Business: The Articles should list the corporation's principal place of business, which is usually the primary location where the corporation conducts its operations.

4. Corporate Purpose: State the specific purpose or purposes for which the corporation is being formed. In many jurisdictions, corporations have broad purposes, such as engaging in any lawful business activity, while others may require a more detailed description of the intended business activities.

5. Duration: Indicate whether the corporation has a limited duration (e.g., a specific number of years) or if it is being formed with perpetual existence.

6. Authorized Shares of Stock: Specify the number of authorized shares of stock that the corporation is allowed to issue. This includes details about different classes and series of stock if applicable.

7. Par Value of Stock: Some states require corporations to declare the par value of their shares of stock, which is a nominal value assigned to each share.

8. Incorporators: List the names and addresses of the initial incorporators, who are the individuals responsible for signing and filing the Articles of Incorporation. Incorporators are often not required to be officers or directors of the corporation.

9. Board of Directors: While not always required, some states may ask for the names and addresses of the initial board of directors.

10. Additional Provisions: Articles of Incorporation may include additional provisions or clauses that are important to the corporation, such as restrictions on the transfer of stock, indemnification of directors and officers, and other governance-related matters.

11. Effective Date: Indicate the date on which the Articles of Incorporation will become effective. This is typically the date of filing with the state.

12. Filing Fee: Pay the required filing fee to the state's Secretary of State or similar agency when submitting the Articles of Incorporation.

Once the state approves the Articles of Incorporation, the corporation is officially recognized as a legal entity with the authority to conduct business activities, enter into contracts, issue stock, and more. It is an essential step in the process of forming a corporation and gaining legal status for the business.

What to Include in Articles of Incorporation

Articles of Incorporation are essential legal documents used to formally establish and register a corporation as a separate legal entity. While the specific requirements may vary by state, there are key elements that should be included in the Articles of Incorporation:

1. Corporate Name:
   • Provide the legal name of the corporation. Ensure that the name complies with the naming regulations of the state where you are incorporating. Typically, the name must include a corporate identifier such as "Corporation," "Inc.," "Ltd.," or a similar term.

2. Registered Agent:
   • Designate a registered agent, which is an individual or business entity authorized to accept legal documents and official notifications on behalf of the corporation. Include the agent's name and physical address.

3. Principal Place of Business:
   • Specify the corporation's principal place of business. This is usually the primary location where the corporation conducts its day-to-day operations.

4. Corporate Purpose:
   • State the purpose or purposes for which the corporation is being formed. Some states allow for a broad, general purpose (e.g., "any lawful purpose"), while others require a specific business purpose or activities.

5. Duration:
   • Indicate whether the corporation will have a limited duration (a specific number of years) or if it is intended to have perpetual existence.

6. Authorized Shares of Stock:
   • Specify the number of authorized shares of stock that the corporation is allowed to issue. This section may also describe different classes and series of stock if applicable.

7. Par Value of Stock:
   • Some states require you to declare the par value of the corporation's shares of stock. Par value is a nominal value assigned to each share.

8. Incorporators:
   • Provide the names and addresses of the initial incorporators. These are the individuals responsible for signing and filing the Articles of Incorporation. Incorporators are typically not required to be officers or directors of the corporation.

9. Board of Directors:
   • Include the names and addresses of the initial members of the board of directors if required by the state. Not all states mandate this information in the Articles of Incorporation.

10. Additional Provisions:
    • Include any additional provisions or clauses that are important to the corporation's governance or operations. This may cover matters such as restrictions on the transfer of stock, indemnification of directors and officers, and other specific governance-related provisions.

11. Effective Date:
    • Indicate the date on which the Articles of Incorporation will become effective. In most cases, this is the date of filing with the state.

12. Filing Fee:
    • Pay the required filing fee to the state's Secretary of State or similar agency when submitting the Articles of Incorporation.

Remember that the specific requirements and formatting of Articles of Incorporation can vary by state, so it's important to consult with legal counsel or refer to the guidelines provided by your state's Secretary of State or corporate regulatory authority to ensure compliance with state laws and regulations.

How to File Articles of Incorporation

Filing Articles of Incorporation is a crucial step in officially forming a corporation as a separate legal entity. The process can vary by state, but here are general steps on how to file Articles of Incorporation:

1. Select a Business Name:
   • Choose a legal name for your corporation that complies with your state's naming requirements. Check the availability of the name to ensure it hasn't already been registered by another entity.

2. Appoint a Registered Agent:
   • Designate a registered agent, which can be an individual or a registered agent service, with a physical address in the state where you are incorporating. The registered agent will receive legal documents and official notifications on behalf of the corporation.

3. Gather Information:
   • Collect the necessary information, including the principal place of business, purpose of the corporation, number of authorized shares of stock, and par value of stock (if applicable).

4. Draft Articles of Incorporation:
   • Prepare the Articles of Incorporation document. You can typically obtain a template from your state's Secretary of State website or use a legal professional to draft the document.

5. Incorporators' Signatures:
   • Have the initial incorporators (individuals responsible for filing) sign the Articles of Incorporation. The number of incorporators may vary by state, but it is often one or more.

6. Filing Fee:
   • Pay the required filing fee. The fee amount will vary by state and may depend on factors such as the number of authorized shares or the corporation's purpose.

7. File with the Secretary of State:
   • Submit the completed Articles of Incorporation along with the filing fee to the appropriate state agency, usually the Secretary of State's office. You can typically file by mail, in person, or online, depending on your state's procedures.

8. Wait for Approval:
   • Once you've submitted the Articles of Incorporation, the state will review the document. The processing time can vary, but it may take several weeks to receive approval.

9. Receive Confirmation:
   • Once the Articles are approved, you will receive a confirmation or acknowledgment from the state. This may include a Certificate of Incorporation or similar document.

10. Obtain an EIN (Employer Identification Number):
    • If your corporation plans to hire employees or conduct certain financial transactions, you'll need an EIN from the IRS. You can apply for an EIN online through the IRS website.

11. Hold an Initial Board Meeting:
    • After incorporation, hold an initial board meeting to appoint officers, adopt bylaws, and address other organizational matters.

12. Comply with Ongoing Requirements:
    • Keep your corporation in good standing by complying with your state's ongoing requirements, such as filing annual reports, paying taxes, and maintaining corporate records.

Please note that this is a general overview, and the specific requirements and procedures can vary by state. It's advisable to consult your state's Secretary of State website or seek legal counsel to ensure compliance with your state's laws and regulations when filing Articles of Incorporation.

The Pros and Cons of Incorporating a Business

Incorporating a business has several advantages and disadvantages, and the decision to do so should be based on your specific business needs and goals. Here are the pros and cons of incorporating a business:

Pros of Incorporating a Business:

1. Limited Liability:
   • Pro: One of the most significant benefits is limited liability protection. Shareholders' assets are generally protected from business debts and liabilities. This means that if the business faces financial troubles or legal issues, shareholders' assets (like homes and savings) are not typically at risk.

2. Separate Legal Entity:
   • Pro: A corporation is a separate legal entity from its owners. It can enter into contracts, own property, and conduct business independently, which can make it easier to secure financing and do business with other entities.

3. Credibility and Perpetual Existence:
   • Pro: Incorporating can enhance the credibility and reputation of your business. A corporation can exist indefinitely, even if shareholders change or pass away, providing continuity.

4. Access to Capital:
   • Pro: Corporations have more options for raising capital. They can issue stock to raise funds, attract investors, and have greater access to capital markets.

5. Tax Benefits:
   • Pro: While the tax situation can be complex, corporations may have some tax advantages, including potential deductions and opportunities for tax planning. Consult a tax professional to understand the specific tax benefits.

Cons of Incorporating a Business:

1. Complexity and Cost:
   • Con: Incorporating a business involves more paperwork and legal requirements than other business structures (e.g., sole proprietorship or partnership). This complexity can be costly in terms of filing fees, legal fees, and ongoing compliance.

2. Double Taxation:
   • Con: In a C corporation, profits can be subject to double taxation, where the corporation is taxed on its income, and shareholders are taxed on dividends received. This can result in higher overall tax liability.

3. Compliance Requirements:
   • Con: Corporations are subject to various compliance requirements, such as annual reports, board meetings, and record-keeping. Failure to meet these obligations can result in penalties.

4. Ownership and Control:
   • Con: Shareholders may have less control over the company, especially in larger corporations where decision-making authority is often with the board of directors. Smaller business owners may prefer more direct control.

5. Initial Funding Challenges:
   • Con: Raising initial capital to start a corporation can be challenging, especially for new entrepreneurs who may find it harder to attract investors or secure loans.

6. Legal Formalities:
   • Con: Corporations are required to follow strict legal formalities, including holding regular board meetings, keeping minutes, and adopting bylaws. Failure to do so can lead to loss of limited liability protection.

Ultimately, the decision to incorporate should consider your business's specific needs, goals, and long-term plans. It's essential to consult with legal and financial professionals who can provide guidance based on your unique circumstances. Additionally, the type of corporation (C corporation or S corporation) you choose can impact the tax treatment and governance structure of your business.

Search Corporations & Business Entities by State

To search for corporations and business entities by state, you can typically use the official website of the Secretary of State or a similar state agency responsible for business registrations. Here are the general steps to search for corporations and business entities by state:

1. Visit the State's Official Website:
   • Go to the official website of the state government where you want to search for business entities. Each state typically has a section related to business services, corporations, or business entity searches on its website.

2. Access the Business Entity Search Tool:
   • Look for a "Business Entity Search" or "Corporate Search" tool on the website. This tool is usually available on the business or corporate page.

3. Enter Search Criteria:
   • In the search tool, you can typically enter search criteria to look up business entities. Common search criteria include the entity name, business ID or registration number, and the name of officers or registered agents.

4. Submit Your Search:
   • Enter the relevant information, and then submit your search. The system will retrieve a list of matching business entities based on your search criteria.

5. Review Search Results:
   • Review the search results to find the specific business entity you are looking for. The results may include the entity's name, registration number, status (e.g., active or dissolved), and additional details.

6. Access Detailed Information:
   • Click on the name of the business entity in the search results to access more detailed information, such as the entity's address, registered agent, officers, filing history, and more.

7. Download or Print Records:
   • You may have the option to download or print official records or certificates related to the business entity. This can be useful for legal or business purposes.

8. Contact the Secretary of State:
   • If you have trouble finding the information you need online or if you require certified copies of documents, you can contact the Secretary of State's office or the relevant state agency for assistance.

Please note that the process and available information may vary by state, and some states may charge fees for accessing certain records or services. Additionally, you may need to provide specific search criteria, such as the exact legal name of the business entity or its registration number, to obtain accurate results. Always use the official website of the state government to conduct business entity searches to ensure the accuracy and reliability of the information.

Articles of Incorporation FAQs

What are bylaws?

Bylaws are the everyday rules and guidelines of running a business, such as not mixing your debts and assets with those of your business. Articles of Incorporation and corporate bylaws may also be needed to formalize the incorporation process.

What is a filing fee?

A filing fee is a one-time fee ranging from $35–300 when you first file your articles of incorporation paperwork.

What is franchise tax?

Franchise tax is an annual fee based on the company’s net worth or capital held.

What is the corporation’s principal place of business?

The principal place of business is where the company conducts its primary operations.

What should be included in the purpose of incorporation?

The statement of purpose in your Articles of Incorporation should clearly explain what your business plans to do as a corporation. Many companies use an open-ended and broad statement of purpose (i.e., any lawful activity) in case they expand businesses or operations.

Who is the registered agent?

The registered agent is the person or business entity that receives legal notices and paperwork for the corporation. Most states allow a natural person, state resident, corporation, limited liability company (LLC), limited liability partnership (LLP), or statutory trust to be designated as your registered agent. Additionally, in some states (such as Connecticut), your registered agent must procure a certificate of authority to conduct business within that state if they are not a domestic entity.

What do I include if the registered agent is an individual?

If the resident agent is an individual, you must include the individual’s residence address.

Who is the incorporator?

The incorporator is the person who prepares and signs the Articles of Incorporation and files them with the Secretary of State.

Who is the director?

The director is the person(s) who will oversee the overall affairs of the company.

Who are the officers?

The officers are the person(s) who will manage daily business affairs (i.e., President, VP, Secretary) for the company.

What is authorized capital?

Authorized capital is the amount of stock the company will issue, and it determines the worth of an incorporated company. Include information like the total number of authorized shares, type of stock, and the par value, if any, in your Articles of Incorporation.

What’s the difference between Articles of Incorporation and operating agreements?

Articles of Incorporation is a public document establishing a business as a legal entity. An operating agreement is an internal document that outlines a business’s ownership and member duties.

Articles of Incorporation Example

The free Articles of Incorporation template below includes all the crucial information, such as the following:

• principal place of business

• agent

• purpose

• authorized stock

• incorporator

• duration of the company