If you’re about to start your business in the United States or you’re already in the process, you need to file the articles of incorporation.
This document demonstrates that your company is a legal business entity and also serves as a guide for your future operations.
Continue reading this article if you want to learn all the information about this document.
What are Articles of Incorporation?
This document is also known as a corporate charter or certificate of incorporation.
It’s a set of legal documents that contain basic information about your corporation, officially identifying it as such.
This document must be filed with the Secretary of State when you wish to establish your business.
Once these articles are filed, they become public records, unless they have been filed in a jurisdiction like Delaware or Wyoming, where there is a “closed-records” policy, so the information is not public.
What Information is Included in the Articles of Incorporation?
Usually, the information included in this document varies by state.
However, we’ll show you the most basic information that is typically included in the articles of incorporation.
1. Company Name
The name you choose for your company must be authentic, unique, and not too similar to the name of any other business already registered in the state where you plan to register yours.
If your chosen name closely resembles the name of an already registered business, it will likely be rejected, so try to create something entirely original.
It can be a combination of your name or surname, something that highlights the true value of your brand, or a name that you know no one else has used.
2. Company Address
Some companies have multiple offices located in different parts of the country, so it’s essential to identify the principal office.
If you have only one office, that’s the address you should include in the articles of incorporation.
3. Initial Board of Directors
You should include the names of the individuals who will be responsible for establishing the corporate bylaws (rules that govern the corporation’s operations).
4. Details of the Registered Agent and Registered Office
By this, we mean the entity that will receive official government correspondence and documents related to your corporation.
You should include the name and location of your registered agent.
This registered agent can be either a person residing in the same state where you’ve registered your company or an entity that offers the service (we remind you that you can get your trusted registered agent with us, contact us here).
5. Duration of the Corporation
When you establish a corporation, you can choose the period for which it will be in operation.
Usually, entrepreneurs have two options:
- Choose a specific period for the corporation to operate. For example, 5 years, 10 years, 15 years, etc.
- Choose perpetual duration, where the corporation has no predefined closing date.
Each state varies, so in some states, perpetual duration may automatically apply if a specific time is not specified.
6. Number of Shares
Here, the members or owners of the business must specify the number of shares the corporation will issue.
The board of directors must decide whether to issue all the shares immediately or do it in stages.
However, what you must do is issue at least one share initially. Later, you can issue the rest depending on the type of corporation.
For example, a C Corp has no limit on the number of shares it can issue.
S Corps can have up to 100 shareholders, with some specific exceptions that might allow more shareholders.
7. Authorized Signatures
The articles of incorporation will be signed by an incorporator, the person who initiates the entire process.
Once the corporation is formed, the business owners must act as the incorporators themselves or hire a legal firm to handle this process.
How to File the Articles of Incorporation
You should file these formation documents when your business has applied for its state license.
To file, follow these steps:
1. Gather and Organize Information
We have already provided you with the information you’ll need, so gather all the necessary data to start filling out the documents.
2. Download or Fill Out the Form Physically
You can choose one of these two options: download and print the form from your state’s secretary’s website or go to the office in person to submit it.
3. Review the Articles and Sign
Carefully review all the information included in the formation document to check for any inaccuracies, typos, or other errors that can be corrected before filing.
If you are acting as your own incorporator, rather than a third-party entity, you must sign your name as required by your state of incorporation.
Depending on the state, you may opt for your registered agent to sign the articles.
4. File the Articles of Incorporation
Once you have filled out all the information and confirmed that everything is correct, it’s time to file the articles in your state.
You will need to pay the filing fee and include any documentation that the state office may require, such as a government-issued ID.
5. Make Copies and Distribute Them
Once the state has approved your articles, you can store your records with a record-keeping organization. Consider keeping both a printed and digital copy of your articles of incorporation.
Remember that at Rex Legal, we can assist and guide you through the process of creating a company in the United States.
If you need help, don’t hesitate to contact us; we’ll be happy to assist you.