Articles of Incorporation: Everything You Need to Know
Articles of incorporation are documents that establish a company as a separate enterprise, which you will need to file the appropriate paperwork with the state.3 min read
What Are Articles of Incorporation?
Articles of incorporation are the documents that establish a company as a separate enterprise. To incorporate an enterprise, you will need to file the appropriate paperwork with the state authorities. In contrast to a sole proprietorship or basic partnership, a company or LLC has to be created with the state, and every state has its own incorporation requirements. The articles eventually turn out to be a public report and supply essential details about the company, its identity, contact info, and details about its shares of stock.
In some states, you may be asked to offer additional information regarding the way in which you intend to file taxes if you're submitting for an LLC. You do not have to incorporate a business plan or proof of economic solvency. The paperwork can be filled out online, or you can print the appropriate forms and fill them out, prior to submitting it to the secretary of state within the state that you wish to incorporate. The paperwork should be accompanied by your incorporation fee payment. The fee varies by state.
Once the articles of incorporation are filed, the company begins to exist formally. You can't begin describing yourself as a company or an LLC until the submission of the articles of incorporation process is complete. In some states, you may obtain a certificate of incorporation, which states that what you are promoting is in good standing. Ensure you save that certificate, in addition to a copy of your articles of incorporation.
Help With Understanding Articles of Incorporation
Many U.S. states require these articles to outline the primary function of the company. Some companies may choose to describe its purpose broadly to remain flexible in its operations. Additional provisions covered in these articles could include the limitation of the administrators’ legal responsibility, available actions that can be taken without a formal meeting, and authority to organize special meetings with counsel.
Every state has necessary provisions outlined, which must be contained within the articles of incorporation, and different non-obligatory provisions that the corporation can use.
There are differences from state to state, which means that some states provide a more favorable environment for regulations and tax benefits. This difference explains why some states are more popular than others.
For instance, two of the most popular states are Delaware and Nevada. These two states incorporate almost half of all public companies, partially due to the tax benefits they provide, and because shareholders, administrators, and officers aren’t required to be residents of these states.
Writing the Articles of Incorporation
Regardless of you putting the articles together yourself or using a skilled business attorney for help, your new enterprise's articles of incorporation don't necessarily have to be complex. You also won’t need to create the articles from a blank slate, as most states' Secretary of State web pages include articles of incorporation templates that you can use.
The Articles of Incorporation Form
Some states use distinct enterprise-submitting companies. However, in most states, that’s the secretary of state. If you are trying to form a not-for-profit corporation, there may be specific nonprofit articles of incorporation that you’ll be required to submit. Articles of incorporation list the duration of the company if you expect it to be limited. Occasionally, corporations are created with a finite period in mind, after which it would be dissolved.
The location of your registered agent and registered workplace can be included within the articles of incorporation. The registered agent is someone who legally represents your corporation and accepts that responsibility. Occasionally, the agent will need to sign a document agreeing to behave as an agent, and in other states, you will need to list within the articles of incorporation the contact information for anyone who you expect to be on the director’s board.
Within the articles of incorporation, the names, addresses, and signatures of the incorporators are included. An “incorporator” is an individual who reviews and files the articles. The incorporator could be anybody – and doesn’t necessarily have to have any direct ties to the company. There can be multiple incorporators working on your articles.
Navigating through the forms doesn’t have to be difficult. Whatever your incorporation needs may be, you can post your legal need on UpCounsel’s marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Menlo Ventures and Airbnb.