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Articles of Incorporation: What New Business Owners Should Know

24th May 2017

When you structure a company as a corporation, filing the articles of incorporation is one of the first official steps that you need to take. The articles act as a charter that establishes the existence of your business in the state in which it operates. The document basically identifies the traits of your corporation. That sounds simple, but there are several things that you need to know before you fill out and file the forms.


What to Include in Your Articles of Incorporation

The requirements for articles of incorporation vary between states. However, most of them require the following information.

The name of your corporation is an essential part of the articles. Writing down the name seems simple, but you have to make sure that it isn't the same or too close to another existing business. The filing will be rejected if you don't check this. An easy way to check is to search for your potential corporation name through your state's online database of registered company names. Providing the street address for the corporation is a general requirement as well.

Many states require owners of new businesses to list a registered agent. The agent is designated to receive official documents regarding the corporation. The documents could include state notices and lawsuits. The registered agent may be a company officer, another company, a lawyer or another individual. The agent also has to live in the same state as the business location.

The statement of purpose is a part of the articles that doesn't require specifics about the purpose of your business. In fact, it's ill-advised to write a specific statement. A lot of states already include a preprinted statement on the application form, which is sufficient. In states that require more specifics, however, try to be as general as you can.

Some states ask for you to list the number of years that you plan to operate your business. However, they don't ask you to list a limited duration. You can choose for the duration to be perpetual or never ending.

Most of the time, you must list the number of stock shares that your company is authorized to issue. You also need to include whether your corporation can issue more than one class of stock.

An articles of incorporation also needs the name and address for the incorporator. This is the company or person who's responsible for incorporating a company. If you have more than one incorporator, you need to provide the name and address for each. Some states allow you to list corporation directors or officers. In addition, each incorporator, director or officer must sign the document.

Writing Your Articles of Incorporation

You can write the articles of incorporation on your own because they don't need to be extensive or complicated. In general, an articles filing is accepted when it contains the minimum required information. Most states provide preprinted forms that don't take long to fill out. However, you can consult an experienced attorney if you want assistance.

Filing and Fees for Articles of Incorporation

In the majority of states, you need to file the articles of incorporation with the Secretary of State's office. Some states, however, have different business registration agencies. For example, Arizona has the Arizona Corporation Commission, and Maryland has the State Department of Assessments and Taxation.

All states require a fee for filing articles of incorporation. Generally, the payment ranges from $35 to $1,000. However, the number of authorized shares that you list in the document affects this cost. The fee can also vary if the corporation is a nonprofit instead of a conventional for-profit corporation.

The Articles of Incorporation Is Only One Step

Filling out and submitting your articles of incorporation is just one step in forming your corporation. You also need to elect a board of directors and adopt corporate bylaws. Issuing stock certificates and obtaining licenses and permits are vital steps in forming a corporation as well. Learning more about each of these steps before you start the process can be beneficial.

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