Articles of Incorporation

What are articles of incorporation? Articles of incorporation are the legal documents that businesses file with the state to create a corporation. Once the state approves these articles, the corporation becomes a separate entity from its owners, shielding them from personal liability. Filing articles of incorporation allows the business entity to do the following four things:

• Enter Contracts: Once incorporated, the company can sign leases, hire vendors, and conduct business in its own name.
• Open Bank Accounts: The corporation can establish its own financial accounts to separate business from personal funds.
• Issue Stock: The company can offer and sell shares of stock to raise capital.
• Operate Independently: The business can function, hire employees, and generate income while acting as a distinct legal entity.

Why Do You Need Articles of Incorporation?

You need articles of incorporation to legally establish a business as a corporate entity, separating it from its owners. This set of documents serves as the company's official “birth certificate,” providing it with liability protection, corporate structure, and business legitimacy.

• Liability Protection: Articles of incorporation create a distinct legal entity that shields its owners' or shareholders' personal assets from the company's debts and lawsuits. The owners cannot be held legally liable for the actions of the corporation.
• Corporate Structure: Articles of incorporation outline the corporate structure by establishing the foundational rules for ownership, governance, and capital. The documents identify the incorporators, the individuals or entities legally responsible for establishing the corporation and signing the document. They define the number and types of shares a company can issue (capital structure), list the initial board of directors, specify who is responsible for filing, and set limits on directors' liability and shareholders' voting rights. Articles of incorporation also state the intended business activities, which can range from a highly specific project to a general-purpose clause that allows the company to engage in any lawful business.
• Business Legitimacy: Articles of incorporation support business legitimacy by officially establishing your company as a distinct, registered legal entity with the state. These documents provide public transparency and reassure clients, investors, and vendors that your business adheres to state regulations and can enter into contracts, open business bank accounts, obtain business licenses and permits, and sign commercial leases as a legal entity.

What Must Be Included in Articles of Incorporation?

Although the requirements for what must be included in articles of incorporation vary by state, every state requires, at a bare minimum, these six core elements: business name, purpose, registered agent, authorized stock, office address, and incorporators.

• Corporate Name: The exact legal name of the business, which must be unique (completely distinguishable from all other entities in the state) and often include a corporate designation like "Inc." Check the name availability of your intended corporation with EntityCheck.
• Business Purpose: A statement outlining the purpose of the corporation. Many states allow for a broad "any lawful purpose" clause, but others require more specific details. For some types of corporations, you must be very clear about the stated purposes, which might be limited to a single project.
• Registered Agent: The name and physical address of the individual or company designated to receive official state correspondence and legal notices on behalf of the company. The registered agent can often be an owner, another business, or a legal registered agent service, although the requirements and who can serve as one vary by state.
• Authorized Stock: Details regarding the shares the company is authorized to issue, including class types, total amount, and any par value. Experts recommend starting with at least 10 million shares.
• Principal Office Address: The primary physical location where the corporation's business operations and records are kept. This address may be different from the registered agent's.
• Incorporator(s): The name, address, and signature of the individual filing the paperwork. The incorporator does not need to be a future officer or director of the corporation; it can be an attorney or other authorized filing service.

How to File Articles of Incorporation: Step by Step

The process of filing articles of incorporation, fee amounts, and form names vary by state. Skipping or rushing any of the steps can delay corporate approval, create compliance gaps, or cause additional issues. Filing involves six main steps as detailed below:

Step 1. Choose Your State of Incorporation

Most businesses incorporate in their home state. However, that is not a requirement. Companies have the right to incorporate in any state in the U.S. But if your company physically operates or has employees in your home state, you will likely still have to pay taxes there and file as an out-of-state "foreign entity.” When registering as a foreign entity, you must pay a fee and appoint a local registered agent, which can be costly. Other fees associated with incorporating out of state and registering as a foreign entity include franchise taxes, certificates of good standing, and publication fees.

Some states, like Delaware, have strongly established, business-friendly legal systems. Investors and venture capitalists prefer Delaware C-corporations because of their predictable courts and corporate-friendly governance laws. Wyoming is another attractive state in which to incorporate because it offers enhanced privacy protections (like not requiring members or managers to be listed on public documents) and robust corporate shielding.

Step 2. Verify Your Corporate Name is Available

Your business name must be unique within your state and not infringe on existing trademarks. It must also include an approved corporate designator, such as "Incorporated", "Corporation", "Limited", or an abbreviation like "Inc." or "Corp." Search your state's business registry to check name availability at EntityCheck's SOS business search.

Step 3. Appoint a Registered Agent

Every state requires corporations to have a registered agent. This is an individual or authorized business entity designated to receive official legal, tax, and government documents on the corporation's behalf. The agent must have a physical street address in the state of incorporation and typically must be at least 18 years old. Some states have additional requirements.

Step 4. Complete the Articles of Incorporation Form

You will need to draft and file the formal corporate document, usually through the secretary of state's website. You will need to provide the company name, purpose, principal office address, registered agent information, stock structure and details, and the incorporators and initial directors.

Step 5. Submit the Form and Pay the Filing Fee

Most often, you can complete and file the form online and pay the fees. Filing fees range from $35 to $500 depending on the state. Online is the fastest way to file and will facilitate faster approval (in some cases, immediate). You can also file by mail, but it will take longer, and if you want expedited processing (available in most states), you will have to pay an additional fee (sometimes as much as $1,000).

Step 6. Complete Post-Filing Requirements

Filing the paperwork is not the finish line; in fact, it is just the beginning. You must also obtain an EIN from the IRS (it is free but required for bank accounts and other business actions). Other post-filing tasks include drafting bylaws, holding an initial organizational meeting, and opening a corporate bank account. If you need to check your EIN, you can look it up using EntityCheck.

What to Do After Filing - Post-Filing Checklist

After filing your articles of incorporation paperwork and getting approval, you must complete the following steps, or you could lose your liability protection or corporate designation with the state.

• Draft Bylaws: Corporate bylaws are the internal rules for your business, governing how directors are elected, meetings are held, and officers are appointed. To draft them, review your state's laws, then outline core sections for shareholders, directors, officers, and finances. You must also have the board adopt and sign the document.
• Obtain an EIN: Use the IRS's online EIN tool to apply for one. It is quick and free, and you need it to open a corporate bank account. If you lose your original paperwork, you can always look up an EIN using EntityCheck's EIN Lookup tool.
• Hold an Organizational Meeting: Hold an initial organizational meeting to transform your articles of incorporation from a document to an active, operational business entity. Doing so legally ratifies the formation, adopts corporate bylaws, issues stock to the founders, and authorizes officers to open bank accounts.
• Issuing Stock: Issue initial stock certificates to the founders.
• Open a Corporate Bank Account: Open a corporate bank account to separate personal from corporate funds.

How Much Does It Cost to File Articles of Incorporation?

Initial and ongoing corporate costs can be surprising for many founders. Filing fees go well beyond the one-time state fee, and filing outside your home state can quickly become very expensive. Some examples of costs in a few states are outlined below:

For most businesses, incorporating in the state where they operate is going to be the cheapest long-term option. If you file elsewhere and operate in the state, you will need to file as a foreign entity and pay additional fees.

What Changes the Day Your Articles Are Approved?

The day your articles of incorporation are approved, your business officially becomes its own independent legal entity. State approval instantly changes your company's reality by establishing limited liability protection, enabling you to conduct formal business operations, and issuing stock to new shareholders, investors, or employees. You will receive an official stamped copy (with a seal from the secretary of state). You must keep this document in a safe location permanently.

Articles of Incorporation vs. Certificate of Incorporation

Although some states use the terms interchangeably, articles and a certificate of incorporation are different documents. Articles of incorporation are the document you submit to the state that contains all your information. A certificate of incorporation is the stamped, returned document that the state sends to you. Both carry the same information; the only difference is the direction it travels. Delaware uses the term “Certificate of Incorporation” from the start.

Is Incorporation Right for You? LLC vs. Corporation

Incorporation is not the right fit for every business. Corporations and limited liability companies (LLCs) both protect personal assets from business liabilities, but they differ in tax structure, ownership transferability, and operational formality. LLCs offer flexible, pass-through taxation and simple management, while corporations are subject to stricter compliance but are ideal for raising capital and issuing stock.

If you're deciding between an LLC and a corporation, the comparison table below covers the key differences.

Articles of Incorporation vs. Similar Documents

Articles of incorporation are one of several formation documents. If founders confuse them, they could accidentally file the wrong paperwork, resulting in delays or rejections by the state. The table below compares the four most commonly mixed-up documents side by side.

Summary Comparison Table

Articles of Incorporation vs. Bylaws: What's the Difference?

Articles of Incorporation are like your business's official birth certificate, filed with the state to legally create the company. Bylaws are your internal rulebook, detailing how directors are elected and meetings are conducted, and dictating how the business will operate day-to-day, including voting procedures, officer responsibilities, and meeting schedules. Articles are submitted to the state and are a matter of public record. Bylaws are kept internally for your own records and do not need to be filed with the government.

Articles of Incorporation vs. LLC Operating Agreement

Articles of incorporation officially establish the business as a recognized corporate entity and are required by the state. LLC operating agreements are used exclusively for LLCs and set the rules for how your LLC will be run, who owns what percentage of the company, and how profits are split. Some of the details include member voting rights, financial contributions, how new members are added, and procedures for dissolving the business. Operating agreements are internal documents not shared with the public. When you search for articles of incorporation for an LLC, you will not find them. Instead, look for articles of organization.

Articles of Incorporation vs. Business License

Articles of incorporation act as the company's birth certificate, whereas a business license is like your driver's license: permission from a local government allowing you to conduct business activities in that specific area. The purpose of a business license is to ensure you comply with local public safety, health, and tax regulations. The city or county government issues them. Different industries (like a restaurant, a hair salon, or a contractor) require different specific licenses and permits.

Articles of Incorporation vs. Business Plan

Articles of incorporation are legal documents that formally create your business as an official entity. In contrast, a business plan is a strategic roadmap that outlines how you will run and grow the company. The business plan is an internal document that includes an executive summary, a marketing plan, an explanation of products and services, financial projections, and details about the management team. Businesses use it to secure funding from banks or investors, map out their marketing strategies, and keep themselves on track as they grow.

Types of Corporations That File Articles of Incorporation

Not all corporations are structured the same. The type you choose at formation will dictate the company's taxation, ownership, and purpose. The types of organizations that file articles of incorporation are:

• C-Corporations: The standard, most common type of for-profit. No shareholder limits, and the business is taxed separately from its owners.
• S-Corporations: Pass-through taxation. S-Corp is not a distinct entity type; it is a tax designation.
• Nonprofit Corporations: Formed to carry out a charitable, educational, religious, or scientific purpose rather than to generate a profit for owners. Articles of incorporation for nonprofits are public record.
• Professional Corporations (PCs): Specifically designed for state-licensed professionals to conduct their practice (e.g., doctors, lawyers, accountants, and architects). Requires special language in their articles of incorporation proving that the incorporators hold the proper state licenses to render professional services.
• Cooperative Corporations (Co-ops): A unique type of corporation owned and democratically controlled by its members, the people who use its services, purchase its goods, or work there.

LLC files articles of organization instead of articles of incorporation.

Common Mistakes When Filing Articles of Incorporation

Although filing can appear straightforward, even small errors can lead to state rejections, processing delays, or expensive legal and tax issues down the road. The most common errors to avoid are:

• Incorporating in the Wrong State: Be careful when selecting your state of incorporation. If you file in a state that is not your home state and operate in another state, you'll have to register as a foreign entity there too and pay fees. It will also require filing reports in both states.
• Name Conflicts and Missing Designators: The most common reason for rejection is a name that conflicts with another or is missing the required designator (Corp. or Incorporated). No identical names are allowed; yours must be distinguishable from all existing state entities.
• Registered Agent Errors: Registered agents cannot use a P.O. Box. It must have a street address and a presence in the state. If the agent is not reliably available during business hours, that too will cause a rejection.
• Authorizing Too Few Shares: Filing with a small number of shares initially (e.g., 1,000 shares) sounds simple but can cause problems if you need to bring on a co-founder or investor 6 months later. Amending the articles costs time and money. Start with 10M shares to be safe.
• Treating the Filing as the Finish Line: If you fail to create bylaws, obtain an EIN, or hold an initial organizational meeting, you have only a corporation that exists on paper, and you could lose your limited liability protection if you do not follow through on the proper formalities.

How to Look Up or Verify Articles of Incorporation

Once they are filed and approved, articles of incorporation become part of the public record. Anyone can look them up easily. Two reasons someone might look up these documents are to verify a vendor or partner before using them, and to retrieve their own filing if they lost the original documents.

How to Get Articles of Incorporation

• Visit the secretary of state's website for the state where the corporation was formed.
• Search the database.
• Review the results.

You can also use aggregated databases like EntityCheck, which gathers the data from all U.S. states in one easy-to-use search portal.

If the company sells stock or is publicly traded, its incorporation documents and historical filings are public record on the SEC EDGAR database.

Ready to take the next step?

If you are forming a corporation, check your business name availability before you file. If you are vetting a vendor or business partner, their articles of incorporation are a public record and can be verified in seconds. If you need your own or another company's EIN, you can also look that up easily with EntityCheck.

Frequently Asked Questions