Thinking about starting a corporation? Then you’ll need to get familiar with the Articles of Incorporation—the essential document that legally forms your business entity.
It’s one of the first and most important legal steps when creating a corporation, and it sets the foundation for how your business will operate and be recognized by the state.
In this article, we’ll break down what Articles of Incorporation are, why you need them, what to include, and how to file them in plain, actionable terms.
⚖️ What Are Articles of Incorporation?
Articles of Incorporation (sometimes called Certificate of Incorporation or Corporate Charter) are legal documents filed with the state government to form a corporation.
Once approved by the state, this document:
- Gives your business legal recognition
- Allows you to issue shares
- Provides limited liability protection to owners
It’s the corporate equivalent of a birth certificate for your company.
🧾 Why Do You Need Articles of Incorporation?
Filing Articles of Incorporation is legally required if you’re starting a:
- C corporation
- S corporation
- In some states, nonprofits
Benefits include:
- 🛡️ Limited liability protection for shareholders
- 💼 Formal business structure for credibility
- 📊 Ability to raise capital through stock
- ✅ Compliance with state and federal business laws
Without it, your business won’t be legally recognized as a corporation—and you may lose critical protections.
🧠 What’s the Difference Between Articles of Incorporation and LLC Formation?
- Corporations file Articles of Incorporation
- LLCs file Articles of Organization
While both documents serve the same purpose (legal formation), they apply to different business types and contain different requirements.
📋 What Information Goes Into Articles of Incorporation?
Each state may have slightly different requirements, but most Articles of Incorporation will include:
✅ 1. Business Name
Must be unique in your state and include “Inc.”, “Corp.”, or “Corporation.”
✅ 2. Principal Address
Your main place of business or corporate headquarters.
✅ 3. Registered Agent
A person or service authorized to receive legal documents on behalf of your corporation.
✅ 4. Incorporators
The individuals or entities responsible for preparing and filing the document.
✅ 5. Business Purpose
A short description of what your company does. Some states allow a broad “any lawful purpose” statement.
✅ 6. Number of Authorized Shares
Specify how many shares your corporation is authorized to issue—and sometimes, the par value of those shares.
✅ 7. Share Structure
Different classes of stock (e.g., common vs. preferred), if applicable.
💡 Some states may require additional details like director names or duration of the corporation.
📍 Where and How Do You File Articles of Incorporation?
You’ll file with the Secretary of State or a similar business agency in your state.
🔧 How to File:
- Go to your state’s Secretary of State website
- Complete the online form or download a paper version
- Pay the filing fee (typically $50–$300 depending on the state)
- Submit the form electronically or by mail
Once approved, you’ll receive a stamped and filed copy—your official proof of incorporation.
⏱️ How Long Does It Take?
Filing times vary:
- Online filings: Often approved within a few business days
- Mail-in filings: Can take 1–4 weeks
- Expedited service: Available in most states for an additional fee
📄 Sample Use Cases: When You’ll Need Your Articles
You’ll likely need a copy of your Articles of Incorporation for:
- Opening a business bank account
- Applying for an EIN (Employer Identification Number)
- Getting business licenses and permits
- Raising capital or securing investment
- Dealing with IRS or state tax authorities
⚠️ Common Mistakes to Avoid
- ❌ Using a business name already registered in your state
- ❌ Forgetting to list a registered agent
- ❌ Not issuing stock after incorporating
- ❌ Thinking you’re done after filing—many states require annual reports, fees, and ongoing compliance
🧠 You May Wanna Check Out:
- LLC vs. Corporation: Which One Is Right for Your Business?
- What Is a Business License and When Do You Need One?
- Can I Run a Business Without Registering It Legally? Pros and Cons Explained
✅ Final Thoughts
Filing Articles of Incorporation is a crucial step in turning your business vision into a legal reality. While it’s a bit of paperwork upfront, it unlocks a world of benefits—legal protections, funding opportunities, and long-term credibility.
As with any legal step, it’s smart to consult a professional or attorney to make sure you’re compliant and set up for success in your state.
