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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
We are a boutique legal practice focused on media, fintech and international trade and have significant experience of advising on high value matters in these areas and delivering results. We advise start-ups, established businesses and professionals on a wide range of commercial and corporate arrangements, not only in the UK, but also in the European Union, United States and Latin America.
Talin has over a decade of focused experience in business and international law. She is fiercely dedicated to her clients, thorough, detail-oriented, and gets the job done.
Entertainment attorney and film producer. Counsel clients on all matter of entertainment-related contracts, including talent representation, crew deals, financing agreements, and production legal. Former litigation attorney and owner of a documentary and scripted film and television production company. Well versed in small business foundation and general business contracts.
I have been practicing law for more than 4 years at a small firm in York County, Maine. I recently decided to hang my shingle, Dirigo Law LLC. My practice focuses mostly on Real Estate / Corporate transactions, Wills, Trusts, and Probate matters.
Tim has 20 years of experience representing a wide variety of emerging and established companies in the technology, software, bitcoin and professional services industries. He works directly with his clients’ executives and boards of directors on corporate, intellectual property, and securities law issues. Recently, Tim has advised clients on Series A and Series B financings, corporate structuring, complex video licensing agreements, and structuring new hedge funds. Tim previously served as Forrester Research, Inc.’s General Counsel and Secretary where he was chief legal officer, led the company’s legal group, and managed the company’s legal and regulatory affairs. Tim played an integral role in the company’s initial public offering in 1997 and coordinated its secondary offering in 2000. He directed the legal process in the company’s acquisitions of Giga Information Group, Inc., Fletcher Research and Forit GmbH and oversaw over $125million in transactions. He also managed the company’s intellectual property assets. Tim is admitted to practice in Massachusetts and New York. Tim holds a Juris Doctor degree from the Boston College Law School and a Bachelor of Arts degree from Trinity College
Melissa Green joined the American Medical Association (AMA) as an Assistant General Counsel in November 2019. In her role at the AMA, Melissa supports the CPT and Masterfile licensing programs, in addition to supporting the legal needs of the Professional Satisfaction and Practice Sustainability business unit. Prior to arriving at the AMA, Melissa was the Chief Legal Counsel and Privacy Officer at The Chartis Group, a healthcare advisory services and analytics company, headquartered in Chicago, where she was responsible for commercial transactions for Chartis and its wholly owned SaaS company, and also served as the organization’s privacy officer responsible for HIPAA compliance. Melissa started her legal career in Cincinnati, Ohio at the law firm of Frost Brown Todd where she served as an associate in the Corporate department doing healthcare transactions, securities, and general corporate work. In 2007, Melissa transitioned into her first in-house counsel role at GE Aviation. During her time at GE, she had many roles including supporting new engine sales transactions for the Europe/Middle East/Africa region, its Electric Power business located in Dayton, its Engine Services business (supporting the CF34 and CF6 engine lines), and compliance. Upon leaving GE, Melissa had a brief stint at MedStar in Virginia before accepting a full-time position at the University of Maryland Medical System in Baltimore, Maryland in July 2013. Originally from East Lansing, Michigan, Melissa received her bachelor’s graduate from Michigan State University’s – James Madison College and is a graduate of the University of Michigan Law School.
Robert Jay H.
My Legal career hasfocused on representing businesses (corporations and limited liability companies) as general outside counsel. In this capacity, I have drafted a broad range of legal documents as well as analyzed proposed agreements drafted by the other party's attorney to the agreement for the pupose of determining the risks to which my client would be exposed. I maintained the client's minute book if no one in-house was available for that task. Additionally, if rquested, I served as a general advisor to the client's executive offers and to its Board of Directors.