Articles of Incorporation Definition

Starting a corporation comes with a long to-do list of steps to complete. One of the most critical steps is completing the Articles of Incorporation. But what is this document, and why is it so important? This guide helps define and clarify the Articles of Incorporation, including how to submit it to the Secretary of State (or similar office).

What are Articles of Incorporation?

When someone forms a corporation, the Articles of Incorporation is the document they complete to officially register their new business with the state. Until the state approves the articles, the corporation doesn’t exist.

Some states use other names for the Articles of Incorporation, such as the corporate charter, Certificate of Incorporation, or Certificate of Formation. Regardless of the name, these forms serve the same basic purpose: they give the state the pertinent information needed to register a corporation as an officially state-recognized business entity.

How does an incorporator submit Articles of Incorporation?

In business, the “incorporator” is the person (or service) who prepares and files the Articles of Incorporation. After the form is filled out, it’s usually submitted to the government agency that oversees business formations (often the Secretary of State). There’s usually a state filing fee to pay, which varies by state.

Different states have different methods of filing available. Most allow business owners to submit their articles online or by postal mail, but some also accept alternative methods, such as fax, email, or in-person submissions.

In most states, filing online is the fastest method. Many states also allow users to expedite their filings for an added fee.

What information is required for the Articles of Incorporation?

The requested information varies by state, but below are some of the most common types of information businesses will be asked to provide:

• The name of the corporation
• The names and addresses of the initial board of directors. These are the people who are responsible for making decisions for the corporation until another board of directors can be elected.
• The name and address of the company’s registered agent. This is the person or business entity responsible for receiving important legal notices and official state correspondence. Most states require the agent to be located in the state and available in person at the registered office to accept legal notices, such as service of process, during normal business hours. Note that different states use different terms for this, such as resident agent or statutory agent.
• The type of the corporation. By default, corporations are C corporations. However, there are other types of corporations, some of which are only available in certain states. Some common corporation types are nonprofit corporations, professional corporations, nonstock corporations, and close corporations. Some states use the same Articles of Incorporation form for multiple corporation types, while others use different forms for each. Business owners will need to check their state’s forms before submitting. If the business is a foreign corporation, which is a corporation originating in another state, the company usually has to complete a different form and follow a different process.
• The type and number of authorized shares and their par value, if they have any
• The purpose of the corporation. Most states allow this to be very broad, such as “engage in any lawful business activity.”
• The duration of the corporation. Usually, this is perpetual. If the owners want the corporation to be temporary, this section would indicate the day the business would end.
• The name, address, and signature of the incorporator. This is the person or business entity in charge of setting up the corporation.

Once the incorporator submits the Articles of Incorporation, the corporation still isn’t official until the state has approved the articles. The turnaround time varies from state to state and is contingent on factors such as the filing method and how busy the office is at the time.

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