Last Updated: August 19, 2022
There are many good reasons to incorporate a business, but to do so, you first need to file a set of documents known as ‘articles of incorporation’ (AOI). But what are articles of incorporation? This guide addresses what the ‘Articles’ are and how to obtain, fill out, and submit them for your company.
What Are Articles of Incorporation?
Many US businesses are established as corporations, which are formed where a company carries out its operations. Many may ask: What is an article of incorporation? A company must incorporate itself by taking specific steps required under corporate law to be recognized as a legal corporation. One of those steps includes filing articles of incorporation (or certification of formation) with a government body to document the creation of a corporation legally.
These articles become a public document containing essential information about the corporation, such as the business’ name, location, contact information, and stock activity.
Articles of incorporation are often confused with bylaws—private, internal documents that don’t need to be filed with the state or government entity—which lay out the rules and regulations that govern a corporation and help establish the roles and duties of the company’s officers and directors. Bylaws work together with the articles of incorporation to form the legal backbone of the business.
|NOTE: Any business can file AOI. But smaller companies generally become S corporations, which file s corp articles of incorporation and pay taxes only on dividends, whereas large companies become C corporations that pay corporate taxes.|
What Is Included in Articles of Incorporation?
AOI vary from one state to another but generally include the following information:
- The name and principal office address of the corporation.
- The purpose of the corporation.
- Information about the registered agent of the corporation, such as name and address.
- Type of corporate structure (nonstock corporation, nonprofit corporation, etc.).
- Names and addresses of each member of the corporation’s initial board of directors. (Some states don’t require this information.)
- Number and type of authorized shares your company intends to issue, which may include common and preferred shares.
- Business duration.
- The name and address of each incorporator (which can be anyone—not necessarily a shareholder, director, or officer in the corporation).
- Signatures of the incorporators.
Make sure to check the rules in your state when you file articles of incorporation. The state your business operates in may require more sections or details within the section.
States charge different filing fees for a company that incorporates—whether the business operates in their state or not. A firm incorporated in one state and located or conducting business in another must register in the state it’s working in and pay that state’s filing fees and taxes.
Depending on the state of incorporation, a company may pay filing fees ranging from $50.00 (as in Michigan, Iowa, and Arkansas) to $275.00 (as in Massachusetts). These fees can vary, depending on whether the AOI was filed online or sent by mail.
|The articles of incorporation definition include a set of documents filed with a government body to document the creation of a corporation legally.|
|Often AOI is confused with bylaws, which together with the AOI to form the legal backbone of the business.|
|States charge different filing fees for a company that incorporates in their state, whether the business operates there or not.|
|AOI filing fees generally range from $50.00 to $300.00.|
|AOI is intended for companies seeking to form a corporation, while articles of organization are for LLCs (limited liability companies)|
Where to File Articles of Incorporation
The website of the secretary of state includes a template for filing the articles of incorporation to meet the minimum filing requirements. You can, however, add more information than the minimum requirements. (The template helps with basic information.)
Another option in filing the articles of incorporation is to contact a business lawyer, who can show you how to file articles of incorporation and include all the necessary information to meet your state rules.
Below you’ll find links to AOI templates on each state’s website, which can be printed or filled out online and sent to the secretary of state.
|NOTE: Despite state variations, the AOI forms use a fill-in-the-blank format, asking for similar information, such as the company’s name, the recipient of all legal notices and official mailings, the purpose, and duration.|
Submitting Articles of Incorporation and Cost
After you file articles of incorporation, you can submit them by email to the Secretary of State or Department of State’s Office or deliver them in person.
After submitting the articles of incorporation, if your forms are correctly completed, your state government will file your AOI and establish your company as a legal corporation.
Keep in mind that some states provide a more favorable tax and regulatory environment for corporations, making them more attractive to companies that wish to incorporate. For instance, in Delaware, the minimum filing fee to form an LLC is $90.00. But the minimum filing fee to form a Nevada LLC is $425.00, including costs for LLC managing members/managers and a business license. In case you’re interested in forming an LLC, find out what is the best state to do that.
Articles of Incorporation vs Articles of Organization
Articles of organization vs articles of incorporation are similar but have one main difference. AOI is intended for companies looking to form a corporation, while articles of organization are for LLCs (Limited Liability Companies), which is a different business classification under the Internal Revenue Code (IRC). Establishing a business as an LLC provides legal and financial protections for the business owner.
Before filing either legal document, you should check your state’s rules and regulations. In some states, articles of organization and articles of incorporation are used interchangeably. Or if you want someone else to form an LLC instead of you, think about using some of the top-rated LLC services.
|NOTE: LLCs provide tax and liability benefits according to the stipulations of the Internal Revenue Code. But LLCs cannot easily transfer holdings and, therefore, are not good options for those looking for outside investors.|
Certificate of Incorporation vs Articles of Incorporation
Articles of incorporation are also known as a certificate of incorporation in certain states when referring to the charter filed for creating a corporation.
When a company is incorporated, it becomes its own legal business structure set apart from its individuals. Incorporations can be created in nearly all states and are usually identified as ‘Inc.’ or ‘Limited (Ltd.).’ But each state has different rules and regulations regarding AOIs.
AOI vary from one state to another but generally include the following basic information:
- The corporation’s name, address, and purpose.
- The number and type of authorized shares the company intends to issue, which may include common and preferred shares.
- The name and address of the in-state registered agent and its incorporators.
An LLC must file an organizing document with a state agency. But in the case of an LLC, the document is called articles of organization, not articles of incorporation.
People often ask: What are articles of incorporation? What are bylaws? Are the two the same thing? They are not the same thing. But bylaws do work together with the articles of incorporation to form the legal backbone of a business.