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Articles of Incorporation Form

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An Articles of Incorporation form is used by one or more individuals who start a business. It documents the formation of the business as well as the guidelines by which the business will be managed. Depending on the state where the business is incorporated, it may be a legal requirement to create this document and place it on file with the Secretary of State. The business should also keep a copy of their Articles of Incorporation for their records.

Articles of Incorporation

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What are Articles of Incorporation?

Articles of Incorporation are formal legal documents used for the creation and management of a corporation in the United States. These documents must be filed with the appropriate government agency (starting with the Secretary of State where the business is created) to document the legal existence of the business.

Articles of Incorporation must  include detailed information about the corporation being formed. This includes the name of the business, its main address, the name and address of the corporation’s registered agent, and what type of corporation it will be. Other information may be required depending on the state where the business is legally formed. Since you do not have to incorporate in the state where you actually live, it’s important that you research the basic information that you’ll need for the state where you’d like to incorporate. This information is known as minimum filing requirements. You can almost always find that information on the Secretary of State website. You will put your documents on file with the Secretary of State and pay a filing fee. Each year that you wish for your corporation to continue, you’ll pay a renewal fee.

Other Names

  • Articles of Incorporation are also known as:
  • Corporate Charter
  • Articles of Association
  • Certificate of Incorporation
  • Articles of Organization (LLCs)
  • Business Incorporation Documents
  • Business Incorporation Papers
  • Company Constitution

When Can I Use Articles of Incorporation?

The answer to this question depends on the state where you plan to file the documents. Certain industries are not eligible to file Articles of Incorporation in certain states. So, make sure that you do your research on the state where you want to incorporate. For example, if you’re in the banking industry (including credit unions), insurance industry, savings and loans industry, railroad industry, waterworks industry, education industry, or utilities or other public services in the State of Florida, you would have to choose a different way to form your business.

Of course, most businesses don’t fall within those categories and would be eligible. However, make sure that you check before you pay any company to complete your Articles of Incorporation or before you take the time to do it yourself.

Why Should I Use Articles of Incorporation?

Using Articles of Incorporation means that you’ve made a conscious decision to create a legal business. This can help you separate yourself from your business. Separating yourself from your business can help protect your personal assets from business creditors or others who may decide to sue your business.

Filing Articles of Incorporation could mean that your business has the ability to raise capital through selling stock. Of course, before you elect to do this, make sure that you do your research and use the stock option that is best for you and your business. There may be additional paperwork required for you to issue stock.

Additionally, using Articles of Incorporation can create more confidence in your target market about your business. It can also make your business more attractive to lenders if you’re looking to grow in your industry. Also, as a business, you may, depending on the type of corporation you form, receive more favorable tax treatment than continuing on as a sole proprietor.

Corporations can perpetually exist. This means that, at least in theory, you could set up your business to last forever. When you fill out your Articles of Incorporation, you choose a timeframe for which the business will exist. You can use the term “perpetually” to keep the business in existence unless and until you complete and file the right documents to dissolve the company. You can also transfer ownership of the business.

Consequences of Not Using One

If you don’t file Articles of Incorporation (or form a legal business entity of any sort), you’re considered a sole proprietor or a “doing business as.” You’re treated differently because you’re not separate from your business. You are the business. You could lose your personal assets (including your home) if your business is sued. You could also face negative tax treatment as sole proprietor.

Components of an Articles of Incorporation Template

The components of an Articles of Incorporation template may change depending on whether the document is state specific. Familiarize yourself with the following, but don’t be too surprised if you don’t see every component on the template for your state. If you want to ensure that your template has the right components, you can always check out the Secretary of State website to learn about what these documents need in the state where you want to incorporate.  Attorney-drafted articles of incorporation are common because there are numerous components to these documents that vary based on the needs of the individual corporation.

The usual components are:

  • The company name. This should include some sort of corporate suffix at the end of the name which indicates the incorporation form.
  • The state in which the business will be incorporated. This is particularly important because you may live in one state and you may be incorporating in another state.
  • The length of time the corporation will exist. Remember, you can use the term “perpetually” if you’d like the corporation to exist until you officially dissolve it.
  • The purpose of the corporation. This can be stated in broad terms such as “to engage in legal business activities in the State of ____________.”
  • The name and address of the registered agent for the corporation. This may be the owner of the corporation, another member of the corporation, or an external person such as a lawyer or someone hired to be the registered agent.
  • A statement that the registered agent agrees to their role.
  • The office address and mailing address for corporate headquarters (principal office or principal place of business).
  • The class of stock, the par value of the stock,  and the number of authorized shares being issued.
  • A stock certificate.
  • The name(s) of the incorporator(s), director(s), and officer(s) of the business as well as their roles. Incorporators must be at least 18 years old. This is the person or persons who are registering the business. A director is someone who oversees the business. Officers manage the day-to-day operations.
  • A copy of the bylaws. Bylaws are the rules that govern the operation of the corporation.  
  • How the business may be dissolved. Make sure that you do the research to learn the legal requirements to dissolve a business in the jurisdiction where the corporation was created.
  • Limitations (indemnification) of liability for the director. In some states, you may limit, expand, or totally eliminate liability for the director of the business.
  • Information for the incorporator. This may also include the email address if they are the primary contact.
  • Information for correspondence. This may include the address or email address for the main contact person for your business.
  • Tax closing month. Depending on the state where you incorporate, you may need to include the month that you will consider the end of the fiscal year for the corporation.  

What Is a Registered Agent?

A registered agent may also be referred to as a resident agent or a statutory agent. This is someone who is located in the state where the business is incorporated. They must be available during regular business hours. This person will receive documents from the government or other official papers related to the business.

Different Types of Corporations

When you file your Articles of Incorporation, you must choose the the type of corporation that you’re forming. Keep in mind that while we list the three types of corporations below, you may be required to complete additional paperwork.

  1. C Corporation. A C-corp is often referred to simply as a corporation. It is the main type of incorporation used. A C-corp is a separate legal entity from the shareholders as far as asset ownership, legal liability, and taxes. The owner of the corporation experiences full protection of their personal assets if the business is sued or is indebted to creditors. C-corps also have shares. Shares are a great way to bring in investment money to the business.   
  2. LLCs. LLC stands for limited liability company. This is a pass-through organization that is extremely attractive to many people who want to incorporate because there are fewer reporting rules for them when compared to other corporations. They have limited liability like a corporation, but they may be taxed like a partnership (depending on how the business is ran). LLCs are not viewed as a separate legal entity as far as taxes are concerned. Owners pay self-employment taxes. Yet, some states do not tax LLCs.
  3. S Corporation. An S-corp, Subchapter corporation, is an election made as a small business through the IRS for certain C-corps or LLCs. The profits and losses pass through to the shareholders or the owner and are taxed directly. The S-corp itself is not taxed. You must pay yourself what is considered a reasonable salary to pay employment tax on.

Legal Considerations

Forming a business can create risk. Choosing to incorporate may or may not be the best thing for you and your business.  Certain forms of corporations will subject you to double taxation. It’s important that you carefully consider your own situation before choosing to incorporate. You may find it beneficial to seek legal advice before you incorporate.

Next, you should decide where the main place of business will be for your corporation. The full address must be listed on your Articles of Incorporation. You may not need to have your headquarters in the state where you’d like to incorporate.

Sample Articles of Incorporation

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Sample Articles of Incorporation

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