Articles of Incorporation

Holly Magister, CPA

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When starting a new business, there are a few steps you’ll need to take in order to officially incorporate the business within its state. Usually the first step is creating and filing Articles of Incorporation. The articles of incorporation (also sometimes called the "corporate charter," "articles of association," “articles of organization,” or "certificate of incorporation") are a set of formal documents that are filed to legally document the creation of a new corporation and establish its existence in its state. The purpose of the articles of incorporation is to make clear certain basic operating and identifying information about the business. When a new business owner is ready to file their articles of incorporation, they will file the document through their state’s Secretary of State office, or another similar State office that handles business registration.

What is Included in the Articles of Incorporation?

Regardless of the size or type of the new business, most states generally require the following information to be included in the articles of incorporation, at a minimum.
  • Name and address of the corporation
  • Incorporators of the corporation – Most commonly the business’s founders, the incorporators will be required to sign the articles of incorporation. If the document names a director of the new company, they may also be required to also sign the document before filing.
  • Corporate purpose – This is often vague and broad in an effort to not limit the business’s future opportunities.
  • Name and address of registered agent – The registered agent is someone the business owner chooses to be authorized to accept delivery of legal documents –   including lawsuits – on the business’s behalf.
  • Stock information – This includes the number of shares the company is authorized to issue, the value of each share, and the type of stock to be issued.
Other examples of information that may be included in the articles of incorporation are: the limitation of director’s liability, the authority to call   special meetings of stockholders, and the actions   stockholders may take without a meeting.

How to Write the Articles of Incorporation

New business owners can choose to write the articles of incorporation themselves, or they can choose to consult a business attorney for guidance. The articles of incorporation can be as simple as the above information written in bullet form, or may be more complicated depending on the size and scope of the new business. Visit your state’s Secretary of State website for more guidance and for access to pre-drafted articles of incorporation forms.

How to file the Articles of Incorporation

Once the articles of incorporation are written and signed, they need to be filed through the appropriate state’s Secretary of State office. Be prepared to pay the filing fee, which ranges anywhere from $35 to $300 depending on the state of incorporation. Additionally, keep in mind that depending on the state, the filing fee may vary depending on whether the new business is a non-profit or a for-profit corporation.
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