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In order to form a corporation, you will first need to file articles of incorporation. The articles of incorporation is the legal document used to create a corporation with the Secretary of State. This document is also referred to as a “corporate charter” in some states. The articles of incorporation contain general information about the company and are filed with the government agency responsible for business entities in each state. Your corporation is effectively open upon the filing and acceptance of the articles of incorporation.
Every state has different requirements but the articles generally will include the legal name of the company, the purpose, and other basic information. When the articles of incorporation are filed and accepted, the corporation has been officially formed. Until this occurs, you cannot publicly describe your business as a corporation or denote your company name with “Inc.” or “Corp.”.
Where Are the Articles of Incorporation Filed?
Most states accept business filings through the secretary of state’s office, but some states have a different agency responsible for business organizations. Business owners need to choose their state of incorporation carefully. States like Delaware and Nevada are known to have attractive corporate regulations. However, unless you have headquarters or a principal place of business in one of those states, you are typically better off incorporating where you plan to conduct your business.
When filing the articles of incorporation with your state’s agency, you must pay the required filing fees. Upon approval of the filing, your company is officially open under the laws of the state. After acceptance, most states will issue a certificate of incorporation to the incorporator by mail.
What Information is Included in the Articles of Incorporation?
The articles of incorporation include basic information about the corporation’s purpose, the name and street address of the registered agent, the class of number of shares of stock to be issued, and the corporate organizers.
Most states also require other information such as:
- The corporation’s principal place of business;
- The business purpose of the corporation. The specificity of this description will depend on your state’s rules;
- Names and addresses of the officers and directors;
- The duration of the corporation. This can be a definite period of time or it can exist in perpetuity;
- Some states may require that the articles of incorporation list the initial board of directors;
- The effective date will need to be stated in the articles as well. This can be the date when filed or a specified time in the future.
The articles of incorporation will need to be signed by an “incorporator” before submitting it to the state. An incorporator can be an individual or another corporation and does not need to be a shareholder or director.
Are the Articles of Incorporation the Same as Bylaws?
Usually, states require that corporations also establish bylaws. Bylaws are an internal document that describes the guidelines for corporate operations as well as the rights and responsibilities of the company’s officers, directors, and shareholders. Unlike the articles of incorporation, bylaws are not typically filed with the state. The articles of incorporation are relatively short (approximately 1-5 pages in length), but corporate bylaws can be quite lengthy (usually over 10 pages in length).
What is the difference between the Articles of Incorporation and Articles of Organization?
The Articles of Organization are used to create corporations while Articles of Organization (sometimes referred to as Articles of Formation, Certificate of Formation, etc) are used to create a Limited Liability Company (LLC)