KEY TAKEAWAYS

  • The date of incorporation is the date the state officially recognizes a business as a separate legal entity

  • The date of incorporation is used for operational, legal, and tax purposes

  • The date of incorporation is not the same as the effective date, founding  or startup date

Know the Date of Incorporation of a Company

To incorporate a business, you must file articles of incorporation with your state's Secretary. Usually, you do this as the owner. The articles of incorporation create a separate legal entity for your business. They are your business's birth certificate. This legal document includes your company's name, purpose, and duration. It also includes its authorization and the incorporation date, which is most important. 

What is the Date of Incorporation?

The date of incorporation is much like your business's birthday. It is the day the state officially recognizes your business as a corporation. After incorporation, you will receive a certificate from your state's Secretary's office. It will include the date. This date becomes part of your state's public record. This is the date they will see when a customer, financial institution, organization, or investor looks up your business. You may use your business's date of incorporation for any one of the following reasons:

  • To complete IRS form SS-4

  • To complete IRS form 2553

  • To complete IRS form 8832

  • To obtain a business license

  • To work with financial institutions 

  • For tax compliance purposes

  • For federal, state, and local legal compliance purposes

This list is not exhaustive. Still, it shows that knowing the incorporation date is vital for running your business.

How to Find the Date of Incorporation

State Websites

If you or any other entity needs the date of incorporation, there are several ways to find it. One way to check is to visit the state website where you incorporated your business.

For example, in Delaware, to find the date of incorporation, you simply need to navigate to Deleware’s Division of Corporations. Once you are on the website, you merely need to type in the corporation's name. On the ‘Entity Detail’ page, you’ll see the date of incorporation, as well as the entity’s name, the type of entity, business address, and other identifiable information.

Online Databases

You can also find the date of incorporation using online databases, such as Open Corporates. Open Corporate has one of the largest databases of company information. It gets information primarily from national business registries in over 140 jurisdictions to create a standardized database of legal entity information

Company’s Website

In addition to using an extensive database, you may also easily find the date of incorporation on the company’s website. This information can be found in the ‘About Us’ or ‘Investor Relations’ sections of the company’s website. While this is so, many companies do not post this information. So, if you do not find it here, you may have to use another resource.

The Incorporation Process

To start a corporation, the founders must file articles of incorporation with the secretary of state. This document includes:

  • The name of the corporation

  • The business address

  • Officer names

  • Business purpose

  • Stock information

  • The corporate bylaws

Typically, the filing date for the articles of incorporation is considered the company's incorporation date. However, keep in mind that this must also account for processing time, which varies by state from one to two business days to a week or longer.

You can also request a later effective date when you file your articles. For example, you should submit your documentation in mid-December for a January 1st  incorporation date.

Filing Articles of Incorporation

There are a few ways you can file your  articles of incorporation:

  • Submit the documents yourself via the secretary of state's office.

  • Utilize an assistance website for submission.

  • Seek support from a lawyer for filing-  post your legal need on UpCounsel's marketplace. 

No matter how you file, your articles of incorporation must include the following key elements:

Corporate name

The registered name of the corporation by which it conducts legal affairs. Typically, the name must have a corporate ending such as; inc, corp., P.C, syndicate, or association.

Corporate purpose

The corporate purpose is the reason the business exists beyond making a profit. The corporate purpose may identify a human, social, or environmental need.

Principal address

The principal address is the business's primary address, where it will receive its mail and legal documents.

Duration of corporation

A corporation has a perpetual existence. That means it can last forever, or at least until it is dissolved.

Board of directors

The board of directors is the corporation's governing body. Its members represent the interests of the shareholders and oversee management and business strategy.

Registered Agent 

The registered agent is the person designated by the corporation to receive legal documents and service of process on behalf of the corporation. This person may also be known as the statutory agent or agent of record.

Date of incorporation

The date that the shareholders/ owners are electing their business to be recognized as a separate legal entity.

Effective Date

As you work through the incorporation process, you should be sure not to confuse the effective date with the requested effective date. The filing date is the date that the corporate documents are officially submitted to the state's Secretary of State. The requested effective date, on the other hand, is the date that the shareholders/ owners would like their business to be recognized as a separate legal entity.

If your business is looking for a specific effective date, the process varies by state. Some states may allow owners to request a future or retroactive date. In other states, it is when the articles of incorporation are filed with the Secretary of State. Check your jurisdictional rules to determine which laws apply to you.

Corporate Information Resources

Navigating through the process of incorporation requires guidance and direction. To aid you in this process, several resources are available to you at your fingertips, such as:

  1. State Division of Corporations: Your state's Division of Corporations has information on businesses in your state. It includes their registrations, activities, and certificates. You can use this site to find out if a potential corporate name is available, whether the corporation is in good standing and the date of incorporation. 

  2. Securities and Exchange Commission (SEC): The Securities Exchange Commission provides information about publicly traded businesses, such as detailed information on profits and losses. To learn about a business via the SEC, you simply need to search the name of the business in theirCompany Search.’

  3. Legal Databases: You can also use legal databases like CCHIntelliConnect for certain business information and business laws. To search CCHIntelliConnect, you need to enter the search term in the IntelliConnect field and press Enter. If you are a savvy researcher, use Boolean search connectors. 

Importance of Incorporation Date

When you incorporate your business at the state level, you should not confuse this with incorporating your business for tax purposes. For tax purposes, businesses may elect to become an S corporation or a C corporation. S corporations typically have preferential tax treatment. This entity type helps businesses escape the double taxation of the C corporation, and owners/shareholders are not exposed to self-employment tax. 
 

To elect to be treated as a corporation for tax purposes, you must file IRS Form 2553 to become an S corporation or IRS Form 8832 to become a C corporation.

Although you won't be able to receive any deduction related to S corps or C corps until you have made an election, you will be able to claim a deduction for startup costs for expenses incurred before your business starts. 

Startup costs are costs related to investigating or creating a business. You can immediately claim up to $5,000 in related expenses and amortize the rest.

Practical Considerations

Start Date vs. Incorporation Date

When you start your business, it's the moment you dive into business activities. This could include things like doing market research or finalizing deals with clients and suppliers. This starting date is different from the date of incorporation.

The incorporation date usually refers to when you registered your company by submitting the articles of incorporation to your state's Secretary. Remember to keep a record of when your startup began. You can deduct any costs incurred during this period. If you're having trouble keeping track, consider seeking help from a tax expert. They'll assist you in documenting and claiming your startup expenses, maximizing your tax benefits while staying compliant with tax regulations.

Conclusion 

The date of incorporation is a special day for a business and its owner. It is the day a state recognizes the business as a separate legal entity. Knowing this data is essential for the successful operation of a business because it is used for several operational, legal, and tax purposes.

Frequently Asked Questions

What is a founding date?

The founding date is the date that the business was initially created.

 

How do I find the start date of a business?

In general, when a business starts the business operations for which it was organized, you can refer to your articles of incorporation.

 

How do I find the listing date of a company?

When a business makes its initial public offering (IPO), the listing date is located on the listing notice for the public offering.