Articles of Incorporation

What are Articles of Incorporation?

Articles of incorporation also referred to as “corporate charter”, “certificate of corporation”, or “articles of association”, are formal documents filed with a government body to legally establish the existence of a corporation.

When thinking of structuring your small business as a corporation, it is important to know that one of the most important steps of incorporating your business is: filing articles of incorporation.

What’s in the Articles of Incorporation?

Specific documents required for the articles of incorporation vary per state, but the following elements are typically included:

• The name of your business or corporation.
• The name and address of your corporation's registered agent.
• The type of corporate structure: which may include a designation of your business as a nonprofit corporation, non-stock corporation, or another category.
• The names and addresses of all members of your company's board of directors.
• The type and number of authorized shares available to your company. "Authorized shares" means the maximum number of shares that your corporation may issue. Authorized shares may include common stock and preferred stock.
• The duration of the business if it is not permanent.
• Your name, signature, and address.

It’s important to know that many states charge filing fees for a business that incorporates in the state, whether the business operates there or not. A business that is incorporated in one state and is physically located or doing business in another state must register in the other state as well, which involves paying that state's filing fees and taxes.

Articles of Incorporation vs Bylaws

Articles of incorporation are often confused with bylaws, which are rules created by an organization that only applies to itself and help layout the roles and responsibilities of the firm’s directors and officers.

In the United States, articles of incorporation are filed with the Office of the Secretary of State in the state where the business chooses to incorporate.