Incorporation papers, or articles of incorporation, are created when a corporation is formed. These don't include corporate documents such as amendments to bylaws and articles, minutes, or annual director and officer reports. To form a business, your company must file formation documents with the government in your state. A corporation is different from a general partnership or a sole proprietorship, which are formed once the owner conducts business. Every state has their own incorporation requirements.

What are Articles of Incorporation?

Whether you're forming an S corporation or a C corporation, the formation document is called the certificate of incorporation or the articles of incorporation. This form informs the state of all required information about your business, and since it's a public document, anyone can review it. Once you file the articles of incorporation, you'll get back corporate charter or certificate of incorporation in some states.

This must be filed with your state in order to incorporate your corporation. These articles can be simplified or long and complicated. The purpose of filing them is to have a document in writing with the state.

Required Information to Be Included in the Certificate of Incorporation

One of the following identifiers must be included in your desired name:

  • Incorporated
  • Inc.
  • Corporation
  • Company

You should do a name availability search before submitting your requested name. You'll also need to state what the purpose of your business is, which is why you incorporated it and what it will provide. Your state may require a general or specific reason. For states that require a general purpose, you just need to state that you formed the company to engage in "all lawful business." Other states require a specific explanation of what services or products the company will be providing.

Almost all states require businesses to have a registered agent in their state of incorporation. They're in charge of receiving tax and legal documentation for the corporation. They need to be available during business hours and have an address (not a P.O. box) in the state where the business is incorporated. An incorporator is a company or person who prepares and files the certificate of incorporation and needs to include their signature, name, and address on the form.

A business must list how many shares of stock they want to be authorized. Every corporation has stock, no matter how small they are, as it represents their ownership in the corporation. The share par value is a share's minimum stated value and isn't related to the actual value. Regular par values are no par, $0.01, or $1.00.

If a corporation wants to authorize preferred and common shares of stock, this needs to be included in the articles of incorporation. States often require the initial director's addresses and names to be included in the incorporation documents since they're in charge of looking over all major decisions for the corporation. Officers, including the secretary, treasurer, vice president, and president, are in charge of the daily activities in the business.

How to File Incorporation Papers

A corporation is a distinct business entity separate from its owners. The owners can't be held liable for any obligations the corporation has. Some types of businesses, such as general partnerships or sole proprietorships, hold the owners personally liable for any obligations of the business since the law doesn't consider them entities. To take advantage of the benefits of corporate ownership, the articles of incorporation must be filed. This is a contract between the state and your corporation and will be filed with the state government.

This can be done by going to the Secretary of State's website and searching for the corporation section. You can find the articles of incorporation form here and fill it out completely. You must include if there's a principal office different from the registered office, the registered agent's name and address of the corporation, how many shares of stock will be issued, and if there's an incorporator. The form will need to be submitted online or mailed in depending on what your state requires. A fee will also need to be paid at this time which varies for each state.

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