Key Takeaways

  • Corporate documents serve as the official record of a corporation’s formation, structure, and ongoing compliance.
  • Articles of Incorporation establish the business, while bylaws, minutes, and stock records guide governance and ownership.
  • States may require ongoing updates to corporate documents, including amendments to Articles of Incorporation and annual reports.
  • Maintaining organized, accurate records is essential for legal compliance, transparency, and investor confidence.
  • Failure to keep corporate documents current can result in penalties, loss of good standing, or piercing of the corporate veil.

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.

Other Key Corporate Documents

In addition to Articles of Incorporation, corporations must create and maintain several other important corporate documents. These include:

  • Corporate Bylaws: Internal rules governing board meetings, officer roles, and shareholder rights.
  • Meeting Minutes: Written records of board and shareholder meetings to demonstrate decision-making and compliance.
  • Stock Ledger/Certificates: Documentation of issued shares, ownership percentages, and transfers.
  • Corporate Resolutions: Formal statements authorizing specific actions such as opening a bank account or approving contracts.
  • Annual Reports: Filings required by most states that update information about officers, directors, and registered agents.

Keeping these documents updated ensures legal compliance and demonstrates that the corporation is being run properly.

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:

  • Corporation
  • Incorporated
  • Company
  • Inc.

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.

Amending Articles of Incorporation

Corporate needs often evolve over time. A corporation may need to amend its Articles of Incorporation if it:

  • Changes its legal name.
  • Increases or decreases the number of authorized shares.
  • Alters its business purpose.
  • Updates its registered agent or office address.

Amendments are filed with the Secretary of State and typically require board and shareholder approval. Some states also require payment of an amendment fee.

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.

General vs. Specific Purpose Clauses

When drafting a business purpose, corporations should carefully consider whether to use:

  • General purpose clauses (e.g., “to engage in any lawful activity”), which provide maximum flexibility.
  • Specific purpose clauses (e.g., “to operate a medical supply company”), which may help attract investors or demonstrate regulatory compliance.

While general purposes are more common, regulated industries such as healthcare, finance, or education may require specific wording to meet state or federal guidelines.

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. 

Importance of Maintaining a Registered Agent

Failure to keep a registered agent in place can have serious consequences, including:

  • Missed service of lawsuits or government notices.
  • Administrative dissolution of the corporation for noncompliance.
  • Additional fees or penalties to reinstate good standing.

Many corporations choose a professional registered agent service to ensure reliable handling of legal notices and continuity if company leadership changes.

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. 

Initial vs. Ongoing Responsibilities

The incorporator’s role typically ends once the Articles of Incorporation are filed and the board of directors is appointed. However, incorporators often also prepare the initial corporate resolutions, which may include:

  • Approving bylaws.
  • Appointing officers.
  • Issuing initial shares.
  • Setting the corporation’s fiscal year.

After these steps, the incorporator has no further ongoing duties unless they also serve as a director, officer, or shareholder.

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. 

Shareholder Agreements and Stock Records

Authorized shares establish ownership capacity, but corporations must also maintain accurate stock records to reflect shareholder rights. Key stock-related documents include:

  • Shareholder Agreements: Governing transfer restrictions, buy-sell provisions, and voting rights.
  • Stock Ledger: A continuous record of all stock issued, outstanding, and transferred.
  • Preferred vs. Common Shares: Differentiated classes may grant varying dividend rights, liquidation preferences, or voting powers.

These documents protect shareholder interests and are often reviewed by investors, banks, and regulators.

Frequently Asked Questions

  1. What are corporate documents?
    Corporate documents are official records that establish and govern a corporation, including Articles of Incorporation, bylaws, stock records, and meeting minutes.
  2. Why are corporate documents important?
    They demonstrate compliance with state law, provide evidence of corporate actions, and help maintain limited liability protection for shareholders.
  3. How long should corporations keep their documents?
    Most corporate documents, especially foundational ones, should be kept permanently. Financial and tax records are generally kept at least six years.
  4. Can Articles of Incorporation be amended?
    Yes. A corporation can file amendments with the state to change its name, business purpose, stock structure, or registered agent.
  5. What happens if corporate documents are not maintained?
    Failure to maintain accurate records may result in fines, loss of good standing, or in extreme cases, the court may pierce the corporate veil, exposing shareholders to personal liability.

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.