Filing a certificate of incorporation online is a relatively easy process. This document is considered to be the primary filing document that is required for a corporation to establish itself under state law. Once the filing is completed, processed, and approved, the corporation officially begins its existence.

If you wish to form a corporation, you will need to file a certificate of incorporation in the state in which your corporation is situated. Once filed, this document becomes part of the public record as a way to inform the general public that the corporation is authorized to exist in the state, and also to provide contact information that would be needed if someone wished to file a lawsuit against the corporation.

Whether you are forming an S corporation or a C corporation, you will be required to file a certificate of incorporation or articles of incorporation. The document serves as a way to provide the state government with all the required information it needs about your business.

As technology has expanded and online filings have become more prevalent, all the states have made their corporate records available in online databases. In these databases, most states provide a printable image of the certificate of incorporation for each business in the state. This image can be accessed if someone needs to replace a lost certificate or needs a copy. You can also request a printout of forms or certified copies in writing, though there is sometimes a fee for that.

Information Contained in a Certificate of Incorporation

Even though guidelines and requirements vary from state to state, certain information is required to be on a certificate of incorporation, no matter what state you're filing in. Information that must be included in your certificate of incorporation includes:

  • Corporate name: The name of your company, along with the proper identifier, such as Corp, Inc, Corporation, or Incorporated, is required. Before you file your certificate, it is wise to check the availability of your chosen name to make sure it isn't rejected after filing. Your name cannot be similar to any other name that is on file with the state.
  • Registered agent information: The name and address of the designated registered agent who will be responsible for receiving legal paperwork for your company must be included in your paperwork. The registered agent must have a physical address and must be able to receive process paperwork during normal business hours.
  • Business purpose: You must provide a business statement of purpose, which is often generalized language stating that the corporation is forming to conduct lawful business. Some states may require a more detailed explanation of business purpose.
  • Incorporator: The name, address, contact information, and signature of the original incorporator must be included on formation documents.
  • Number of shares of stock: Incorporation paperwork must include information on the number of authorized shares of stock that a corporation plans to distribute. It is important to remember that all stock does not need to be issued, but you should include the total number of shares you plan to ever offer.
  • Share par value: The par value of stock is the minimum stated amount that your stock will be valued at. This is not the same as the actual value. Stock values can be $0.01 or $1.00, or can even be set at no par value. The actual value of the stock will be based on its fair market value, which determines the price someone would be willing to pay for it. Private company stock may have no value.
  • Preferred shares: Some corporations may choose to issue both preferred and common shares of stock that are often linked to voting rights. This information should be included in your articles of incorporation, though it is important to note that many small businesses can only offer common stock.
  • Directors: The names and addresses of the initial directors of a corporation should be included. Directors are responsible for overseeing the corporation's affairs and making any major decisions.
  • Officers: Each officer's information must be included in the incorporation paperwork, though it isn't necessary to list someone for every officer position. Also, an individual can have more than one officer role.
  • Company address: In most states, you will need to include the legal address of the business.

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