Certificates of Incorporation

Clients Rate Lawyers on our Platform 4.9/5 Stars
based on 2,665 reviews

Jump to Section

Need help with a legal contract?

CREATE A FREE PROJECT POSTING
Post Project Now

What Is a Certificate of Incorporation?

A certificate of incorporation is a document that confirms your company's formation. Also known as the articles of incorporation or a corporate charter, this document is essential for doing business as a corporation.

Anyone who your business authorizes can file your articles of incorporation. As the business owner, you can personally file and sign your company's certificate of incorporation.

When Is the Right Time To File for Incorporation?

In most cases, you can submit your filing as soon as you decide to do business as a corporation. Before making that decision, you may need to weigh the pros and cons of filing as another type of business, such as a general partnership, a limited liability company (LLC), or a limited liability partnership (LLP).

As a general rule, you should file for incorporation before you start doing business. Most states require you to file this document before you start engaging in certain activities under your company's name. In most cases, you have to file for incorporation before you can:

  • Apply for business licenses in your state, county, or city
  • Hire employees to work in your facilities
  • Open a business bank account
  • File corporate taxes

If you need a certificate of incorporation before moving forward with business activities, be sure to plan ahead. Some states may process submissions within days, while others may take weeks. Check your state's guidelines to confirm the average wait time.


Get Free Bids to Compare

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

Get Bids Now

Where Should You File for Incorporation?

Many businesses incorporate in their home states. However, you may have other options. To decide where to incorporate, ask your team these questions:

  • Where do you plan to conduct most of your business?
  • Where does your company have most of its offices, facilities, or employees?

In some cases, you might intend to do business nationwide or have facilities and employees scattered throughout the country. You could consider filing for incorporation in one of the nation's more business-friendly states, such as Delaware or Nevada, and filing a foreign qualification in the other states where you plan to do business.

What Information Goes Into a Certificate of Incorporation?

Each state has its own official certificate of incorporation form. Although you should review your state's form before starting the filing process, this list can help you prepare. Most articles of incorporation require these items:

  • Corporation's legal name, including an ending like “Inc.,” “Corporation,” or “Co.”
  • Company's official address
  • Business code
  • Type of corporation
  • Business purpose
  • Registered agent's name and address
  • Number of authorized stock shares
  • Value of stock shares
  • Board of directors' names and addresses
  • Incorporator's name and address
  • Filing date

Some states require much more detail. For example, you may have to submit a document that outlines stock rights and preferences or provisions authorizing multiple types of stock. If your corporation is a benefit organization, you may also have to specify the public benefit that it provides.

Image via Unsplash by sctgrhm

How Do You File a Certificate of Incorporation?

Virtually every state allows online business filings. To submit your articles of incorporation, follow these steps:

  1. Go to your state government's homepage. Click on the business portal or search for the business filings section.
  2. Follow the website's guidelines to start your filing. You may need to create an account before you can submit your business filing.
  3. Enter all of the required information for the application. Before submitting, take a moment to review your application for accuracy. If you need to make an amendment to your filing, your timeline may be delayed, and you may have to pay an additional fee.
  4. Keep a copy of your submission confirmation, which should include a timeline for processing. You should receive an acceptance notice and a confirmation of your certificate of incorporation automatically. Consider following up with your state government and requesting an update if several weeks pass without progress.

How Much Does It Cost To File for Incorporation?

Every state charges a filing fee for a certificate of incorporation. These fees typically range from $50 to $300, and overall, states charge an average of about $150.

Keep in mind that completing your business filing may require additional fees. For example, you may have to pay a business license fee or a state franchise tax. If you hire a lawyer to handle the process, you'll likely have to pay an attorney fee, too.

How Do You Get a Copy of Your Certificate of Incorporation?

After filing your certificate of incorporation, it's important to keep a copy on file. You may need to provide copies to investors, members of your board of directors, or other parties.

In every state, certificates of incorporation are considered public information. That means anyone can request and receive a copy of your articles of incorporation. To request a copy of your charter, follow these steps:

  1. Visit the website of the department that oversees business filings in your state. This department may be the Secretary of State, the Department of State, or the Division of Corporations.
  2. Navigate to the business entity or corporate filings part of the website and search for the name of your corporation. Click on the right search result, and review the options.
  3. Follow the instructions for requesting a copy of the certificate. For example, in many states, you can complete a form online. Other states require you to submit a request by mail.
  4. Pay the required fee. Most states charge a nominal fee for copies of the certificate of incorporation, as these documents may be dozens of pages long.

Can You Amend Your Articles of Incorporation?

Every state allows amendments to business filings, but the process may vary slightly. In some states, you may be able to submit an amendment online, while others may require a mailed or faxed amendment form. Check with your Secretary of State or Department of State to confirm the process.

Keep in mind that many states set deadlines for filing amendments. For example, you may need to amend your articles of incorporation within a certain number of days after making changes to your business name, your company's purpose, or other key details.

What Other Documents Should Corporations File?

Along with the certificate of incorporation, your company may need to submit other essential documents before doing business . You may need to file:

  • Application for Reservation of Name: Lets you place a hold on a corporate name until a predetermined date, usually up to 60 days
  • Application for Authority: Allows you to conduct business in one state after filing your certificate of incorporation in another state
  • Certificate of Dissolution: Confirms that your company is no longer in business

Do You Need an Attorney To File for Incorporation?

You have the option to file your business's articles of incorporation independently or with the assistance of an attorney. If you opt to hire a lawyer, you can benefit in a few key ways:

  • Meet deadlines: Attorneys know standard timelines for business filings.
  • Avoid mistakes: Lawyers have experience filing business documents and know what information to provide and how to answer questions accurately.

No matter where you need to file for incorporation, the ContractsCounsel team is here to help. Get a free proposal and take the first step toward filing your certificate of incorporation today.

How ContractsCounsel Works
Hiring a lawyer on ContractsCounsel is easy, transparent and affordable.
1. Post a Free Project
Complete our 4-step process to provide info on what you need done.
2. Get Bids to Review
Receive flat-fee bids from lawyers in our marketplace to compare.
3. Start Your Project
Securely pay to start working with the lawyer you select.

Meet some of our Certificates of Incorporation Lawyers

View Danielle
Member Since:
July 13, 2022

Danielle G.

Attorney and Founder at Danielle D. Giovannone Law Office
Free Consultation
Get Free Proposal
Schenectady, NY
15 Yrs Experience
Licensed in NY
Fordham University School of Law

Danielle Giovannone is the principal of Danielle D. Giovannone Law Office. In her experience, Danielle has found that many business do not require in-house legal counsel, but still need outside counsel that knows their business just as well as in-house counsel. This need inspired Danielle to start her firm. Before starting her firm, Danielle served as Contracts Counsel at Siena College and as an attorney at the New York City Department of Education, Office of the General Counsel. At the NYCDOE, she served as lead counsel negotiating and drafting large-scale commercial agreements, including contracts with major technology firms on behalf of the school district. Prior to the NYCDOE, Danielle worked as an associate at a small corporate and securities law firm, where she gained hands-on experience right out of law school. Danielle has provided legal and policy advice on intellectual property and data privacy matters, as well as corporate law, formation and compliance, employer liability, insurance, regulatory matters, general municipal matters and non-profit issues. Danielle holds a J.D. from Fordham University School of Law and a B.S. from Cornell University. She is active in her Capital District community providing pro bono services to the Legal Project, and has served as Co-Chair to the Niskayuna Co-op Nursery School and Vice President of Services to the Craig Elementary School Parent Teacher Organization. Danielle is a member of the New York State Bar Association.

View Michael
Member Since:
July 15, 2022

Michael J.

Partner
Free Consultation
Get Free Proposal
Warren, New Jersey
14 Yrs Experience
Licensed in NJ, NY
New York Law School

Combining extensive experience in litigation and as general counsel for a real estate and private equity company, I provide ongoing guidance and support to clients on a variety of transactional matters, including business formation, partnership agreements, corporate agreements, commercial and residential leasing, and employment issues.

View Anand
Member Since:
July 17, 2022

Anand A.

Counsel
Free Consultation
Get Free Proposal
Philadelphia, PA
8 Yrs Experience
Licensed in NJ, PA
Rutgers University School of Law

Anand is an entrepreneur and attorney with a wide-ranging background. In his legal capacity, Anand has represented parties in (i) commercial finance, (ii) corporate, and (iii) real estate matters throughout the country, including New Jersey, Pennsylvania, Delaware, Arizona, and Georgia. He is well-versed in business formation and management, reviewing and negotiating contracts, advising clients on financing strategy, and various other arenas in which individuals and businesses commonly find themselves. As an entrepreneur, Anand is involved in the hospitality industry and commercial real estate. His approach to the legal practice is to treat clients fairly and provide the highest quality representation possible. Anand received his law degree from Rutgers University School of Law in 2013 and his Bachelor of Business Administration from Pace University, Lubin School of Business in 2007.

View Christopher
Member Since:
August 17, 2022

Christopher M.

Corporate Counsel
Free Consultation
Get Free Proposal
North Cariolina
2 Yrs Experience
Licensed in CA
California Western

I am a corporate attorney with several years of experience with contracts, corporate and business, government projects, and employment law.

View Marc
Member Since:
July 29, 2022

Marc S.

Attorney
Free Consultation
Get Free Proposal
Henderson, Nevada
41 Yrs Experience
Licensed in NV
Southwestern University

Have been practicing real property and business law in Nevada for over 40 years. No longer handling any litigation, transactional matters only.

View Howard
Member Since:
July 29, 2022

Howard B.

Managing Member
Free Consultation
Get Free Proposal
Tulsa, Ok
9 Yrs Experience
Licensed in OK
University of Tulsa

Berkson is a dedicated, practical, and detail-oriented attorney licensed to practice in every state court of Oklahoma and the United States Northern and Eastern District Courts. He graduated from the University of Tulsa College of Law with Honors. While there, he received awards for highest grade in trial practice, legal research, and civil procedure. He was also the Executive Notes and Comments Editor for the Energy Law Journal, the official journal of the Energy Bar Association in Washington, D.C. The Energy Law Journal is one of the few peer-reviewed journals in the legal profession. Prior to becoming an attorney, Howard Berkson held executive positions involving a wide range of business and human resources management functions. He has in-depth knowledge of both business and HR practices. During his business career, Berkson negotiated, wrote, red-lined, and disputed contracts. He has answered charges, handled inspections, and supervised audits involving numerous agencies including the Department of Labor, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, and various state agencies. Berkson honed his analytical and writing skills while earning his Bachelor of Arts degree in Philosophy from the University of Washington. He went on to obtain a Master of Arts in Labor and Industrial Relations from the University of Illinois. Berkson’s work can be found in such publications as The Energy Law Journal, Human Resource Management Review and Personnel Psychology. He is a member of Phi Alpha Delta law fraternity and of Phi Kappa Phi honor society.

View Erik
Member Since:
August 1, 2022

Erik D.

Attorney
Free Consultation
Get Free Proposal
Tampa
13 Yrs Experience
Licensed in FL
Stetson University College of Law

Erik has been a practicing attorney in Florida for over a decade. He specializes in employment and real estate contracts. He has represented clients big and small and can assist with any contract issue.

Find the best lawyer for your project

Browse Lawyers Now

Want to speak to someone?

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

Request a call