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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.
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:
- Go to your state government's homepage. Click on the business portal or search for the business filings section.
- Follow the website's guidelines to start your filing. You may need to create an account before you can submit your business filing.
- 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.
- 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:
- 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.
- 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.
- 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.
- 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.
Meet some of our Certificates of Incorporation Lawyers
Michael M.
www.linkedin/in/michaelbmiller I am an experienced contracts professional having practiced nearly 3 decades in the areas of corporate, mergers and acquisitions, technology, start-up, intellectual property, real estate, employment law as well as informal dispute resolution. I enjoy providing a cost effective, high quality, timely solution with patience and empathy regarding client needs. I graduated from NYU Law School and attended Rutgers College and the London School of Economics as an undergraduate. I have worked at top Wall Street firms, top regional firms and have long term experience in my own practice. I would welcome the opportunity to be of service to you as a trusted fiduciary. In 2022 I was the top ranked attorney on the Contract Counsel site based upon number of clients, quality of work and top reviews.
Jason H.
Jason has been providing legal insight and business expertise since 2001. He is admitted to both the Virginia Bar and the Texas State Bar, and also proud of his membership to the Fellowship of Ministers and Churches. Having served many people, companies and organizations with legal and business needs, his peers and clients know him to be a high-performing and skilled attorney who genuinely cares about his clients. In addition to being a trusted legal advisor, he is a keen business advisor for executive leadership and senior leadership teams on corporate legal and regulatory matters. His personal mission is to take a genuine interest in his clients, and serve as a primary resource to them.
Jeremiah C.
Creative, results driven business & technology executive with 24 years of experience (15+ as a business/corporate lawyer). A problem solver with a passion for business, technology, and law. I bring a thorough understanding of the intersection of the law and business needs to any endeavor, having founded multiple startups myself with successful exits. I provide professional business and legal consulting. Throughout my career I've represented a number large corporations (including some of the top Fortune 500 companies) but the vast majority of my clients these days are startups and small businesses. Having represented hundreds of successful crowdfunded startups, I'm one of the most well known attorneys for startups seeking CF funds. I hold a Juris Doctor degree with a focus on Business/Corporate Law, a Master of Business Administration degree in Entrepreneurship, A Master of Education degree and dual Bachelor of Science degrees. I look forward to working with any parties that have a need for my skill sets.
September 6, 2023
Andre T.
Commercial Litigation attorney providing advice and counsel to management regarding employment related matters and risk management issues
September 6, 2023
Christopher L.
I have worked in banking, financial technology and technology as a legal and compliance executive who negotiates and drafts contracts, ensures products and services comply with applicable regulations, implements policies and procedures, oversees litigation, and manages corporate governance programs.
September 6, 2023
Kim G.
Attorney and mediator with extensive experience in negotiating, drafting, and managing contracts in the private, public, and nonprofit sectors.
September 6, 2023
Michael C.
40+ years handling litigation matters for employers and employees, defense and prosecution of personal injury matters, CalOsha defense, prepare employment contracts, non-compete clauses, established drug policies and franchise agreements. represented banks in commercial litigation , asset retrieval matters. conducted audits of insurance company claims on behalf of employers, defended contractors in toxic tort cases, handled appeals to the insurance commissioner on workers compensation rate classification matters
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I want to start an Owner Operator Business. LLC.
I want to set up an Owner Operator Trucking Business LLC in the state of Texas. I need legal counsel to ensure everything is done right and I have the best protection in place to protect future assets in the event of frivolous lawsuits.
Kelvin R.
Texas has several types of organizational structure options that will protect assets from creditors. There are a variety of factors that must be determined when deciding which entity type is best for your business. You will need a good business lawyer to help you decide between a C-Corporation, S-Corporation, Limited Liability Corporation, Joint Venture, General Partnership or a limited Partnership and the risks associated with each entity type. Roquemore Skierski PLLC are business and commercial litigation lawyers who act as outside counsel for many businesses, including start-ups, entrepreneurs, and established business. We help client's at each stage of their lifecycle from incorporation, to growth/expansion, to, ultimately, dissolution. www.roqski.com.
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