When you form a corporation, the document that brings it into legal existence is called the Articles of Incorporation — sometimes called a Certificate of Incorporation or Corporate Charter, depending on the state. This is a public document filed with your state's Secretary of State office that establishes the corporation's most fundamental characteristics.
Understanding what goes into Articles of Incorporation — and what doesn't — helps you file correctly from the start and avoid the amendments that result from getting the basics wrong.
What Articles of Incorporation Establish
Articles of Incorporation create the corporation as a legal entity. Before filing, no corporation exists. After filing (and state approval), the corporation is a recognized legal person that can enter contracts, own property, employ people, and be sued.
They are public documents — anyone can look them up through your state's Secretary of State database. This is why they contain basic identifying information rather than detailed internal governance provisions (those belong in the corporate bylaws, which are private).
What Every Articles of Incorporation Must Include
Corporate Name
The full legal name of the corporation, including the required designator (Corporation, Corp., Incorporated, Inc., or Limited in most states). The name must be distinguishable from other business names already registered in the state. Most Secretary of State websites allow you to search existing names before filing.
Registered Agent and Address
Every corporation must designate a registered agent — an individual or professional registered agent service with a physical address in the state who is authorized to receive legal documents (lawsuits, government notices) on behalf of the corporation. The registered agent's name and address must appear in the Articles.
Principal Office Address
The primary address where the corporation conducts business. This can be updated by filing an amendment, so it doesn't need to be permanent.
Authorized Shares
The Articles must specify the number of shares the corporation is authorized to issue and the par value (if any) of each share. Authorized shares don't have to be issued immediately — they represent the maximum that can be issued without amending the Articles. Common practice for small corporations is to authorize a round number (10,000,000 shares is typical for startups) that provides flexibility for future issuances without requiring an amendment.
Incorporator Information
The name and address of the incorporator — the person or entity filing the Articles. The incorporator doesn't have to be a shareholder or officer; it's often an attorney or registered agent acting on behalf of the founders.
Purpose (Often Optional)
Some states require a statement of the corporation's purpose. A general purpose statement ("to engage in any lawful business activity") is usually sufficient and preferable to a narrowly defined purpose that might require amendment as the business evolves.
Directors (Sometimes Required)
Some states require the initial board of directors to be named in the Articles; others allow the incorporator to appoint directors after filing through an "organizational meeting."
Articles of Incorporation vs Bylaws
These two documents work together but serve different purposes:
Articles of Incorporation are the public, state-filed document that establishes the corporation's legal existence. They contain the minimum required information and are relatively brief. Amending them requires filing with the state (and often shareholder approval).
Corporate Bylaws are the internal governing document — the detailed rules for how the corporation operates. They cover board composition and meeting procedures, officer roles and responsibilities, shareholder meeting requirements, voting procedures, stock transfer restrictions, and much more. Bylaws are private documents not filed with the state; they can typically be amended by board action or shareholder vote per the procedures they specify.
Think of the Articles as the corporation's birth certificate and the bylaws as its operating manual.
Filing Process and Fees
Filing Articles of Incorporation involves submitting the document to your state's Secretary of State office along with a filing fee. Most states allow online filing. Fees range from about $50 (Kentucky, Arkansas) to $500+ (Massachusetts), with most states in the $100-$200 range. Processing times vary from same-day to several weeks, with most states offering expedited processing for an additional fee.
After filing, you'll typically receive a stamped copy of the Articles (or a Certificate of Incorporation) confirming that the corporation exists. This document should be kept permanently in your corporate records.
What Happens After Filing
Filing Articles of Incorporation is just the beginning. To properly set up your corporation, you'll also need to:
- Draft and adopt corporate bylaws
- Hold an organizational meeting of the incorporator(s) and initial directors
- Elect officers (CEO, CFO, Secretary at minimum)
- Issue stock certificates to initial shareholders
- Obtain an EIN from the IRS
- Open a corporate bank account
- File for S-Corp election if desired (Form 2553)
- Obtain any required business licenses
- Register as a foreign corporation in any states where you'll operate outside your home state
Disclaimer: DocGuide Pro provides educational information. This is not legal advice. Consult a qualified attorney for guidance specific to your situation.