ContractsCounsel Logo

Articles of Incorporation

Clients Rate Lawyers on our Platform 4.9/5 Stars
based on 9,835 reviews
No Upfront Payment Required, Pay Only If You Hire.
Home Types of Contracts Articles of Incorporation

Jump to Section

What Are Articles of Incorporation?

Articles of incorporation refer to a legal document you are required to file with your state government if you want to incorporate a business. Sometimes referred to as a certification of charter or formation, if you are forming a corporation (C Corp, S Corp, B Corp, etc), these legal documents are mandatory regardless of the state your business is located. The articles include specific information about your new corporation that government needs to know.

Some people think that articles of incorporation are the same as bylaws, which is not true. Instead of providing the state government with specific information about the corporation, corporate bylaws establish the rules and regulations for governing a corporation which includes the roles and duties of its directors and officers. Articles of incorporation work together with bylaws to form your corporation’s legal backbone.

See Articles of Incorporation by State

What is the Purpose of Articles of Incorporation?

Articles of incorporation are important documents because they serve as legal proof that your company is established in your state, and provide the state government with information about the main aspects of your business. When you're filing these articles, you have to let your state know information such as the purpose of your corporation, the names of every incorporator, the identity of your registered agent, the number of authorized shares, and the amount of common stock.

In states where you have to submit a copy of your corporation's bylaws, your articles of incorporation can help ensure your company will operate smoothly. As a business owner, you can benefit from filing articles of incorporation in a number of ways. By legally incorporating your business, you'll be able to protect yourself from being personally liable for the debts of your company. Additionally, you can sell stocks and raise capital more quickly after your company becomes a corporation.

What is in the Articles of Incorporation?

Articles of incorporation may vary from one state to another, but typically include the following information:

  • Name and principal office address of your corporation.
  • Purpose of your corporation. In most states, you're allowed to state a broad and general business purpose for your company, so you don't need to be specific.
  • Name and address of the registered agent of your corporation. This agent is the individual or company you appoint to directly receive all important state and legal communications and documents on behalf of your company. Some states require a registered agent to sign a legal document as an agreement to act as an agent for a corporation.
  • Type of corporate structure. Your corporate structure can be non-stock corporation, nonprofit corporation, or others.
  • Name and address of each member of your corporation's initial board of directors. Some states don't require you to provide this information.
  • Number and type of authorized shares your company intends to issue, which may include common shares and preferred shares. This information can be used for calculating taxes and fees.
  • Duration of your business if you don't plan for it to exist on a perpetual basis. In some cases, people establish corporations that are meant to exist for a limited time only.
  • Name and address of each incorporator. Incorporators sign the articles of incorporation and ensure they're properly filed. They can be anybody, not necessarily a shareholder, director, or officer in the corporation. If you aren't an incorporator, you'll provide such information about an incorporator instead.
  • Signatures of the incorporators.

Some companies may decide to amend their articles of incorporation after they've established their business status. You can do this by filing restated articles of incorporation, which are also known simply as a restatement.


Get Free Bids to Compare

Leverage our network of lawyers, request free bids, and find the right lawyer for the job.

Get Bids Now

Example of Articles of Incorporation

Below is an example of articles of incorporation and what they look like and include. Please note, articles of incorporation may vary depending on the jurisdiction and the purpose of the incorporation so it is best to check with a corporate lawyer to confirm.

ARTICLES OF INCORPORATION

Name: [Insert the name of the corporation]

Purpose: [Insert a brief description of the purpose of the corporation]

Registered Office: [Insert the street address, city, state/province, and zip/postal code of the registered office of the corporation]

Agent: [Insert the name and address of the registered agent of the corporation]

Authorized Shares: The corporation is authorized to issue [Insert the number of authorized shares] shares of common stock, with a par value of [Insert the par value of the shares, if any].

Incorporators: The name and address of the incorporator(s) are as follows: [Insert the name and address of each incorporator]

Initial Board of Directors: The initial board of directors of the corporation shall consist of [Insert the number of directors] directors. The names and addresses of the initial directors are as follows: [Insert the name and address of each director]

Indemnification: The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

Dissolution: The corporation may be dissolved by a vote of [Insert the percentage of votes required for dissolution] percent of the shareholders.

Amendments: These articles of incorporation may be amended by a vote of [Insert the percentage of votes required for amendment] percent of the shareholders.

Effective Date: These articles of incorporation shall become effective upon filing with the [Insert the name of the state/provincial agency responsible for corporate filings].

IN WITNESS WHEREOF, the undersigned, being the incorporator(s), have executed these articles of incorporation on [Insert the date of execution].

[Insert the signature and printed name of each incorporator]

Does a Foreign Business File the Same Articles of Incorporation?

Articles of incorporation are meant for American corporations. If your company is a foreign corporation operating in the United States, you're required to file a certificate of registration instead. Similar to articles of incorporation, this legal document may vary in application process and content from state to state.

What's the Difference Between Articles of Incorporation and Articles of Organization?

Articles of incorporation are similar to articles of organization in that they're both a requirement for establishing the legal business structure of a company. However, articles of incorporation are part of the process of adopting a corporation structure, while articles of organization are for businesses that intend to become limited liability companies (LLCs), which belong to a completely different business classification.

LLCs offer some of the same benefits as corporations, such as protection against personal liability for business debts and lawsuits. However, unlike corporations, they don't allow easy transfer of holdings, making them unsuitable for businesses that plan to have external investors. Before you file either legal document, you should check the rules and regulations of your state. In some states, articles of incorporation are used interchangeably with articles of organization. Here is an article about the advantages of a corporation.

See Articles of Incorporation (Corporations) Pricing by State

Are Articles of Incorporation the same as an LLC Operating Agreement?

No, Articles of Incorporation and LLC Operating Agreements are not the same thing and it is important to understand their key differences. On a high level, the documents are used for different types of business entities – corporations vs. LLCs.

Articles of Incorporation are legal documents filed with the secretary of state (state government) to create and form a corporation (C Corp, S Corp, B Corp, etc). They include basic information about the corporation, such as:

  • Name
  • Purpose
  • Registered Office
  • Agent
  • Authorized Shares
  • Incorporators
  • Board of Directors
  • Indemnification
  • Dissolution

LLC Operating Agreements are legal documents drafted for limited liability companies (LLCs) that outline ownership and how it operates. It is an internal document that governs the relationships between the members and not filed with the state government. It typically includes provisions on:

  • Management and Voting Rights
  • Capital Contributions
  • Distribution of Profits and Losses
  • Ownership Percentages
  • Decision-making Procedures
  • Dissolution
  • Transfer of Ownership Interests

Understanding both Articles of Incorporation and LLC Operating Agreements are legal documents needed to set up a business entity, it is important to know they serve different purposes for different types of business entities (corporations vs. LLCs).

Which Types of Businesses Can Use Articles of Incorporation?

Filing articles of incorporation is the right option for corporations, which include C Corp, S Corp, B Corp. As discussed earlier in this article, LLCs do you file Articles of Incorporation, so they cannot use these legal documents. State governments use articles of incorporation to gather specific information when incorporating a business.

If you plan to set up a small business, consider opting for an S corporation, which pays taxes only on dividends. Large businesses usually form as a C corporation, which are required to have a board of directors and pay corporate taxes, but are also more attractive to investors. Learn more about S Corp vs. C Corp to make best decision or consult one of the business formation lawyers on our platform.

A certified B Corp is a for-profit corporation that has been recognized for their commitment to business practices that promote positive environmental and social change. They still require the filing of Articles of Incorporation.

How to Fill Out Articles of Incorporation

Once you have located the correct form to file with the state government, below are some simple steps to take in order to fill out the articles of incorporation form.

  • Fill in the corporate name. Select the name of your corporation and include it in the articles. You may consider adding ‘Corp’ or ‘Inc’ on the end.
  • Fill in the purpose of the corporation. The state government will want to know the reason the corporation is being formed, so include those in the articles.
  • Designate a registered agent. The government will want to know and publish the registered agent. This is a party that will receive correspondence and legal documents on behalf of the company. Include their name and address.
  • Include the number of authorized shares: Outline the total number of shares the corporation can issue. Par value and different classes of stock (if they exist) should also be included.
  • Fill in the incorporator(s): Provide the name and contact information for the person or company who prepares and signs the Articles of Incorporation.

What to include or filing requirements may vary by state, so it is always a good idea to consult a business formation lawyer to make sure you have all the right information in the right place.

Where Can I Find the Articles of Incorporation Form?

The Articles of Incorporation form is normally found on the Secretary of State's website (or a similar agency) where they discuss business filings.

To find the Articles of Incorporation form for your state, you can use Google to search for your State's website for business filings and download the form there. Once you find the website, look for a section on business or corporate filings.

Alternatively, you can hire a corporate lawyer that provides business formation services to assist you in preparing and filing the Articles of Incorporation, as well as other documents needed. They can provide guidance on the specific requirements in your state and ensure that the form is filled out correctly.

How Do You Submit Articles of Incorporation and How Much You Need to Pay?

After filling out your articles of incorporation, you can submit them either in person or via mail to the Secretary or Department of State's Office. Depending on your state, you may also have the option of submitting the forms electronically on the official website of the Secretary of State's Office. The fee for filing articles of incorporation also varies from one state to another, but it typically ranges from $50 to $300. Here's a step-by-step guide to forming a corporation.

Upon submitting your articles of incorporation and paying the filing fee, the Secretary of State's Office will check your documents to make sure they contain all the required information and the name of your corporation isn't already in use. If your forms are properly completed, your state government will file your articles of incorporation and establish your company as a legal corporation. Note that some states provide more favorable tax and regulatory environments for corporations, making them more attractive to businesses that want to incorporate. As such, you should find out about the benefits your state offers to corporations.

Learning how to properly file your articles of incorporation can make the process of incorporating your business faster and more hassle-free. If you need a corporate lawyer's help forming a corporation, feel free to create a project posting on ContractsCounsel's platform.

Need to file articles of incorporation?

Create a free project posting

Meet some of our Articles of Incorporation Lawyers

Stacey D. on ContractsCounsel
View Stacey
5.0 (32)
Member Since:
July 16, 2020

Stacey D.

Attorney
Free Consultation
Grand Rapids, MI
14 Yrs Experience
Licensed in FL, MI
Stetson University College of Law

I enjoy helping businesses of all sizes succeed, from start-ups to existing small and medium sized businesses. I regularly advise corporate clients on a variety of legal issues including formation, day to day governance, reviewing and drafting business contracts and other agreements, business acquisitions and sales, as well as commercial and residential real estate issues, including sales, purchases and leases. As an attorney licensed in both Michigan and Florida, I also advise clients on real estate issues affecting businesses and individuals owning real property in either state, whether commercial, residential or vacation/investment property. I also regularly assist nonprofit organizations in obtaining and maintaining tax exempt status, and provide general legal counsel on all matters affecting public charities, private foundations and other nonprofit organizations.

Michael R. on ContractsCounsel
View Michael
5.0 (1)
Member Since:
August 21, 2023

Michael R.

Corporate Attorney
Free Consultation
Pennsville, New Jersey
29 Yrs Experience
Licensed in NJ
Catholic University of America

Corporate/SEC/M&A Attorney with 25+ years of experience. Excellent communication and interpersonal skills. Vast knowledge of SEC regulatory framework and M&A strategies.

Paul S. on ContractsCounsel
View Paul
5.0 (14)
Member Since:
August 4, 2020

Paul S.

CEO
Free Consultation
Cincinnati, OH
38 Yrs Experience
Licensed in CA, OH
Boston University

I focus my practice on startups and small to mid-size businesses, because they have unique needs that mid-size and large law firms aren't well-equipped to service. In addition to practicing law, I have started and run other businesses, and have an MBA in marketing from Indiana University. I combine my business experience with my legal expertise, to provide practical advice to my clients. I am licensed in Ohio and California, and I leverage the latest in technology to provide top quality legal services to a nationwide client-base. This enables me to serve my clients in a cost-effective manner that doesn't skimp on personal service.

Christopher S. on ContractsCounsel
View Christopher
Member Since:
November 6, 2020
Elizabeth C. on ContractsCounsel
View Elizabeth
Member Since:
November 23, 2020

Elizabeth C.

Contracts Specialist
Free Consultation
Sarasota, FL
15 Yrs Experience
Licensed in NJ, NY
Quinnipiac University School of Law

As an experienced contracts professional, I offer an affordable method to have your contracts reviewed! With my review of your contract, you can understand and reduce risks, negotiate better terms, and be your own advocate. I am an Attorney, Board Member, and Freelance Writer with a Bachelor of Arts degree, magna cum laude, in Film, Television and Theatre (“FTT”) from The University of Notre Dame. I was awarded The Catherine Hicks Award for outstanding work in FTT as voted on by the faculty. I graduated, cum laude, from Quinnipiac University School of Law, where I earned several awards for academics and for my work in the Mock Trial and Moot Court Honor Societies. Additionally, in my career, I have had much success as an in-house Corporate Attorney with a broad range of generalist experience and experience in handling a wide variety of legal matters of moderate to high exposure and complexity. My main focus in my legal career has been contract drafting, review, and negotiation. I also have a background in real estate, hospitality, sales, and sports and entertainment, among other things.

Elizabeth R. on ContractsCounsel
View Elizabeth
Member Since:
January 20, 2021

Elizabeth R.

Attorney
Free Consultation
Columbus, Ohio
13 Yrs Experience
Licensed in FL, OH
Florida International University School of Law

Elizabeth is an experienced attorney with a demonstrated history of handling transactional legal matters for a wide range of small businesses and entrepreneurs, with a distinct understanding of dental and medical practices. Elizabeth also earned a BBA in Accounting, giving her unique perspective about the financial considerations her clients encounter regularly while navigating the legal and business environments. Elizabeth is highly responsive, personable and has great attention to detail. She is also fluent in Spanish.

Abby V. on ContractsCounsel
View Abby
Member Since:
December 8, 2020

Abby V.

President
Free Consultation
Washington, DC
17 Yrs Experience
Licensed in DC, NJ, NY
Loyola University Chicago School of Law

Abby is an attorney and public policy specialist who has fused together her experience as an advocate, education in economics and public health, and passion for working with animals to create healthier communities for people and animals alike. At Opening Doors PLLC, she helps housing providers ensure the integrity of animal accommodation requests, comply with fair housing requirements, and implement safer pet policies. Abby also assists residents with their pet-related housing problems and works with community stakeholders to increase housing stability in underserved communities. She is a nationally-recognized expert in animal accommodation laws and her work has been featured in The Washington Post, USA Today, Bloomberg, and Cosmopolitan magazine.

Find the best lawyer for your project

Browse Lawyers Now

Corporate

Articles of Incorporation

New York

Asked on Mar 30, 2021

Does an LLC need articles of incorporation?

I am considering forming an NY LLC and am doing a bit of research.

Ramsey T.

Answered Mar 30, 2021

LLCs are not technically "companies" or "corporations" and therefore they are not formed by filing Articles of Incorporation. Corporations are formed when you file Articles of Incorporation. LLS are formed by an "Organizer" who files a Form of Organization or Articles of Organization with a state. LLCs actually are "hybrids" with characteristic of companies in some ways and of partnerships in other ways.

Read 1 attorney answer>

Business

Articles of Incorporation

Florida

Asked on May 12, 2022

new business startup

we are located in florida but were told delaware is a good satte to incorporaet the business

Bruce B.

Answered May 27, 2022

Yes. Many businesses choose to incorporate in Delaware because Delaware has favorable laws to business entities as well as a detailed history of how cases will by decided by their courts. For this reason Delaware is a good option to consider for incorporation. You can then register with the State of Florida as a foreign corporation doing business in Florida.

Read 1 attorney answer>

Corporate

Articles of Incorporation

Florida

Asked on Mar 28, 2021

When do I need articles of incorporation?

I want to start an LLC in Florida and have read about articles of incorporation. I want to understand what they are used for.

Jane C.

Answered Mar 29, 2021

You need articles of incorporation when you start a business, open a business bank account, and apply for a tax identification number. Disclaimer - This information is provided for general informational purposes only. No information contained in this post should be construed as legal advice and does not establish an attorney-client relationship.

Read 1 attorney answer>

Business

Articles of Incorporation

New York

Asked on Jun 26, 2022

What is the incorporation’s fee in New York?

I am a U.S. citizen, can I form a corporation with a Bangladesh national?

Ema T.

Answered Jul 2, 2022

The Statutory fee for a domestic business corporation in the state of NY is currently $125. Any information provided as an answer to these questions does not constitute legal advice and does not create an attorney-client relationship between the attorney and anyone in relation to any information provided under the Q & A section of this website.

Read 1 attorney answer>
See more legal questions…

Need to file articles of incorporation?

Create a free project posting
Business lawyers by top cities
See All Business Lawyers
Articles of Incorporation lawyers by city
See All Articles of Incorporation Lawyers

ContractsCounsel User

Recent Project:
Need a C-Corp for PA to serve as a holding company as a real estate investor. I am the sole owner, member
Location: Pennsylvania
Turnaround: Over a week
Service: Contract Review
Doc Type: Articles of Incorporation (Corporations)
Page Count: 3
Number of Bids: 2
Bid Range: $1,000 - $3,400

ContractsCounsel User

Recent Project:
83b Elections
Location: Delaware
Turnaround: Over a week
Service: Drafting
Doc Type: Articles of Incorporation (Corporations)
Number of Bids: 2
Bid Range: $499 - $800
related contracts
See More Contracts
other helpful articles

Need to file articles of incorporation?

Create a free project posting

Want to speak to someone?

Get in touch below and we will schedule a time to connect!

Request a call

Find lawyers and attorneys by city