Articles of Incorporation are typically used when a company wants legal recognition as a business entity. They 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
1. Articles of Incorporation Example
The Articles of Incorporation sample below details the establishment of the corporation, “ABC, Inc.” The formation document contains basic information about ABC, Inc., such as the:
- principal place of business
- authorized stock
- duration of the company
2. What are Articles of Incorporation?
Articles of Incorporation are a set of formal documents that contain the basic information needed to form an incorporated business (or corporation).
These company formation documents need to answer the following basic questions:
- Who is the incorporator, registered agent, director, and officer?
- What is the purpose of your business?
- Where is the company located and operating?
- When will the company end, if ever?
- How will the company issue stock, and how much is it worth?
Once the Articles of Incorporation are filed with the Secretary of State, the company becomes a registered business entity for legal and tax purposes within the state.
What to Include in Articles of Incorporation
With our online builder, your Articles of Incorporation will include the following required details:
1. Full Name of Corporation
This is the unique name of your business entity. There cannot be duplicate corporation names within a single state.
2. Principal Place of Business
The physical address of your corporation must be stated.
3. Registered Agent
The person or business who will receive relevant legal notices and paperwork.
4. Business Purpose
The reason your corporation is being created.
A person at least 18 years old who is setting up the corporation.
The person(s) who will oversee the overall affairs of the corporation.
The person(s) who will manage daily business affairs (i.e., President, VP, Secretary).
This is the length of time the corporation will exist. Often the default is “perpetual,” meaning there is no set end date.
10. Filing Fee
A one-time fee ranging from $35–300 when you first file your paperwork.
11. Franchise Tax
An annual fee based on the company’s net worth or capital held.
12. Email Address
Provide an email address for the corporation’s primary contact.
13. Effective Date
This will be the date when your business officially transitions to a corporation. The future effective date must be within 90 days of filing the Articles of Incorporation.
14. Limitation of Director’s Liability
Some states allow the liability of their directors and/or officers to be expanded, limited, or entirely eliminated.
15. Tax Closing Month
The time when your corporation will close its books for accounting and tax purposes (i.e., the annual report is due on April 15 in Kansas if December is the closing month).
3. How to File Articles of Incorporation
Filing Articles of Incorporation allows your business to take advantage of the corporate tax and legal benefits of the state where you incorporate. But first, you will need to file Articles of Incorporation with that state’s Secretary of State when creating your business.
File with these three simple steps:
Conduct a Business Entity Search — You can search online through your state’s Secretary of State website to check whether your preferred company name is still available. Be sure to include one of the following corporate suffixes at the end of the name:
- Corporation or Corp.
- Company or Co.
- Incorporated or Inc.
- Limited or Ltd.
- Determine Your Tax Structure — There are two main tax classifications for corporations — S corporations and C corporations. Specific federal and state requirements are needed to register as an S-Corp, otherwise all incorporated business entities will start as a C-Corp. Visit IRS.gov for more information.
- Submit Articles of Incorporation to the Secretary of State — Once you have filled out your formation documents, you will need to file the Articles of Incorporation with the Secretary of State’s office in the state where you wish to register.
Keep in mind that your business doesn’t need to operate exclusively in the state where you incorporate. However, many states require companies to file “foreign registration” documents if they are an out-of-state entity incorporated elsewhere and doing business in their state.
Search Corporations & Business Entities by State
The name of your corporation is one of the most important decisions you make when incorporating your business. Make sure your preferred company name is available to prevent your Articles of Incorporation filing from being rejected.
We’ve compiled each state’s online business search database for your convenience.
If you’re filing Articles of Incorporation in Washington D.C., visit the Department of Consumer and Regulatory Affair’s website to verify that you aren’t trying to incorporate a business with the same name as another.
The Pros and Cons of Incorporating a Business
Below are the major pros and cons of incorporating a business. Make sure you discuss these advantages and disadvantages with your legal or financial adviser before making your decision.
Pros of incorporating a business:
- Protects the owner from the corporation’s liability
- Can raise capital through the sale of stock
- Provides employees with the opportunity to buy stock
- Establishes a clearly defined business structure
- Easier to transfer ownership
- Potential tax savings
- May give your business more credibility
- Corporations can have unlimited life
Cons of incorporating a business:
- Expensive filing fees
- Troublesome and time-consuming process with lots of paperwork
- Must keep detailed records of finances, shareholder meetings, and corporate decisions
- Risk of double taxation
4. Frequently Asked Questions (FAQ)
Why do I need to create Articles of Incorporation?
A formally incorporated business legally separates you from your company. The owner cannot be held personally liable for company debts, obligations, or risks.
If you don’t file Articles of Incorporation and wish to remain an unincorporated business, the law will treat you and your business as one entity — known as a sole proprietorship. As a sole proprietor, creditors can go after both your personal and company assets for a business debt.
What are bylaws?
Corporate bylaws are the everyday rules and guidelines of running a business, such as not mixing your personal debts and assets with those of your business. Additionally, Articles of Incorporation and Bylaws may be needed to formalize the incorporation process.
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.
INVOLVED PARTIES QUESTIONS
Who is the registered agent?
The registered agent is the person or business entity who 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 need to include the individual’s address of residence.
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.
AUTHORIZED CAPITAL QUESTIONS
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.