Corporate Documents: Everything You Need to Know
Maintaining corporate documents is an important part of managing a corporation. You will not only use various corporate documents for your business's day-to-day activities but you will also need to maintain copies of all your records for at least six years in the event you need them for legal reasons or if they are required by the IRS.3 min read
2. Articles of Incorporation - Corporate Name
3. Articles of Incorporation - Business Purpose
4. Articles of Incorporation - Registered Agent
5. Articles of Incorporation - Incorporator
6. Articles of Incorporation - Number of Authorized Shares of Stock
Maintaining corporate documents is an important part of managing a corporation. You will not only use various corporate documents for your business's day-to-day activities but you will also need to maintain copies of all your records for at least six years in the event you need them for legal reasons or if they are required by the IRS.
Your corporate documents will serve as proof of the corporation's actions and activities for shareholders and directors. To make sure your corporate documents are easily accessible and located, use an appropriate filing system and keep them somewhere protected from theft. Your company can suffer greatly if these confidential papers get lost or stolen.
Types of Documents Related to Your Articles of Incorporation
Unless you are a sole proprietorship or a general partnership, you will need to file Articles of Organization to form your business. A corporation does not exist until the state accepts and files your Articles of Incorporation. These documents will include all the information the state needs to approve your business. Your company must also provide a public record of the necessary information about your business. Along with the Articles of Organizations, you will be required to pay a filing fee that will vary by state.
State requirements for what you must include in your articles also vary. However, some sections are common to all states. Your filing forms will serve as proof of your ability to operate as a business in the state and will always include at least some basic information about your company and its organization, such as:
- The name of the company.
- The names and addresses of the incorporators.
- The name and office address of the registered agent.
- The number of shares of stock the company can distribute.
- The initial directors of the corporation.
- The signatures of the incorporators.
You might need to designate in your articles the state's default rules for voting rights as well as the requirements for stock purchase and minority voting rights. It might also be smart to include:
- Limitations to the director's liability.
- The indemnifications of directors.
- Shareholder consent voting procedures used in lieu of meetings.
- The ability to authorize blank check preferred stock.
Articles of Incorporation - Corporate Name
Your business name is an important part of your incorporation documents and will need to follow a few guidelines to be accepted by the state. Your name will need to include a corporate indicator at the end of it, such as:
Your name must be completely distinguishable from any other business name in the state. To make sure your company name meets these guidelines, you should perform a preliminary search before submitting your name on your filing documents. The state will determine whether your name meets its requirements.
Articles of Incorporation - Business Purpose
Your Articles of Incorporation must state your business's purpose for operation. Your business purpose will either be general or specific.
- General. You might choose a general purpose such as engaging in lawful business.
- Specific. You can choose to have a specific purpose such as providing certain products or services.
Articles of Incorporation - Registered Agent
Almost all states will require you to appoint a registered agent to incorporate. The registered agent will need to maintain a physical address that's open during business hours and will be responsible for receiving all legal and tax documents on the company's behalf. Some businesses might choose a professional service that can handle documents discretely and professionally as the registered agent.
Articles of Incorporation - Incorporator
The incorporator is the company or person that prepares the Certificate of Incorporation for the state. When filling out these documents, the incorporator will need to include his or her name, address, and signature.
Articles of Incorporation - Number of Authorized Shares of Stock
Your Articles of Incorporation will need to indicate the number of shares of stock that your company plans to distribute. Your stock will represent each stockholder's percentage of company ownership. While you will need to determine the number of shares your corporation intends to distribute, the company does not need to distribute these right away.
If you need help with your corporate documents, 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 Google, Menlo Ventures, and Airbnb.