What is Articles of Incorporation
Starting your own business is exciting but the initial formation process can be overwhelming.
Understanding the different steps to starting a business makes the process smoother and less daunting.
Today we are going to talk about one of the most important parts of forming your business – the Articles of Incorporation.
The Articles of Incorporation are legally required to form your Corporation or Nonprofit Corporation.
What is the Articles of Incorporation?
The Articles of Incorporation are what officially register your business within its home state and informs the state of key aspects of your business.
Articles of Incorporation are sometimes referred to as the “certificate of formation” and this document is what legally documents the creation of your corporation.
Without it, the government does not view you as a registered corporation and so technically, you don’t exist as a real company.
The Article of Incorporation is filed at the state level with your local Secretary of State where you plan on registering your business.
Your companies Article of Incorporation will include information like your business name, business purpose, corporate structure, stock details and other information about your company.
Once your articles of incorporation are filed and approved, they become a legal document and your business become a legal entity.
Your corporations articles of incorporation are bound by the state laws under which they were formed.
What information do I need for my Articles of Incorporation?
The information included on the Articles of Incorporation may vary slightly from sate to state but for the most part, it will include much of the same information.
Here is what will generally be required to be included in your Articles of Incorporation:
- Business name
- Full names, addresses, and contact information for founding member(s) and board of directors
- Type of corporate structure – corporation, nonprofit, etc.
- Address of the business – if your business has multiple addresses, you will need to choose one that will be your official mailing address.
- Length of time the company has been in business or has existed and duration of business (if it is not permanent)
- Registered agent information – name and address (learn more about registered agent here).
- The type and amount of authorized shares available to your company. “Authorized shares” means the maximum number of shares that your corporation may issue. Authorized shares may include common stock and preferred stock.
- Description of company’s business
What is the difference between Articles of Incorporation and Articles or Organization?
The articles of incorporation and articles of organization are actually very similar filings and they really only have one main difference: Articles of incorporation are for companies looking to form a corporation, while articles of organization are for limited liability companies (LLCs).
LLCs are an entirely different business classification under the Internal Revenue Code but both the articles of incorporation and articles of organization serve the same purpose: to legally form your business.
Can I change my Articles of Incorporation once they have been filed?
Yes, you can change your Articles of Incorporation once they’ve been filed and your business has been established.
You can do this with a restatement, also known as “restated articles of incorporation.”
The restatement may include one or more amendments to the articles of incorporation.
How and where do I file my Articles of Organization?
As mentioned above, your articles of organization are filed at the state level with your local Secretary of State.
The forms are easily found online and don’t be confused if if they are called something else like “certificate of formation.”
If you need help forming your business and would like help with your Articles of Incorporation, there are formation service providers that can assist.
A business formation service will make sure everything gets filed properly and expediently and they will make sure that all of your annual maintenance deadlines are not missed.
Business formation services specialize in just that, forming all types of businesses from Corporations to nonprofits to LLCs and more.
They streamline the process for you and are there to answer questions, fix mistakes, and help with legal advice and needs.
Many of them even take care of your yearly maintenance and filings for you and offer registered agent service as well.
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IRS.gov "Suggested Language for Corporations and Associations (per Publication 557)" Page 1 . May 5, 2021
IRS.gov "Starting a Business" Page 1 . May 5, 2021
IRS.gov "Forming a Corporation" Page 1 . May 5, 2021