A corporation is one of the most common business formats in the USA as it limits the personal liability of business owners, provides easier access to capital, and gives some other benefits to a business.
When a business owner is about to structure a new or established company as a corporation, the very first thing they should do is create articles of incorporation. This is a set of documents containing important information about the company that is filed with the respective governmental agency in the state where a company decides to incorporate.
Read this article to learn what should be included in articles of incorporation and where you can find a proper template for such a substantial document.
Articles of incorporation are a set of documents that comprises essential information about a corporation such as the business name, address, amount of stocks to be issued, purpose of a business, its duration, registered agent, incorporator, etc.
Articles of incorporation are required by state laws, and each of the states makes companies go through a specific procedure of filing the articles. But the common thing for all states is that the articles of incorporation are submitted to the secretary of state office.
In articles of incorporation, the general information about the corporation such as the business name, its location, etc. is outlined.
In their turn, corporate bylaws outline the rules concerning the business structure including the formation of top management and other roles in the company. They usually go along with the articles of incorporation and together form the legal basis of the company. Bylaws are usually drafted after the creation of articles of incorporation.
Usually, articles of incorporation have the following contents:
A business that wants to form a corporation should specify the name it will use to represent its products or services. It will differ from the names of other business entities by including “Inc”, “Incorporated” or another equivalent or abbreviation at the end. This way, a corporation stands out from the list of non-incorporated businesses.
Corporations can be of different types, and the type of business should be clearly outlined in articles of incorporation. A company that is about to get a corporation status can choose to register as:
Depending on the selected type of business, a certain fee should be paid to the secretary of state office.
An individual who is preparing incorporation documents and takes on the responsibility of setting up a business of this type is referred to as an incorporator. Their formal duties are filing the articles of incorporation with the respective agency in the state where the business resides. An incorporator is also responsible for providing all the legal papers that are needed before an entity gets the status of a corporation. Once the business is set up, there are no other formal duties an incorporator should follow. Please note that some states might require more than one incorporator.
In any corporation, there should be an individual who will be getting important correspondence on behalf of the entity. Such a person is called a registered agent. They should be available during standard working hours and get legal papers and important documents at any time. If businesses are operating outside of the area of registration, they commonly hire a registered agent service.
Articles of incorporation should also provide information about the board of directors such as their names and addresses. Along with that, the names and addresses of corporate officers might be included too.
In articles of incorporation, a business entity should disclose what products or services they are providing. Depending on the purpose of incorporation, every state would impose different regulations.
A business might outline in articles of incorporation that they will be working for a fixed period of time. On the other hand, they might indicate that they are going to operate perpetually.
First, one should make sure all of the necessary provisions are included in the articles of incorporation. The contents should comply with the state legislature and regulations governing company registration. Among the most important information are the name and address of a corporation, names, and addresses of top management and registered agent, the purpose of incorporation, the duration of business, etc.
Second, a filing fee should be paid. It will depend on the type of corporation that is being formed and the state of incorporation and is usually in the $50-$500 range. An incorporator can use pre-printed articles of incorporation form provided by the secretary of state office or our online form that complies with the requirements of the respective agencies.
Once state officials review the articles of incorporation and make sure all the rules are followed, the applying company gets a corporation status.
Registering a business as a corporation essentially means creating a separate taxable entity from the owners of the company. The owners do not hold personal responsibility, and their liability is limited to the number of their shares in the corporation’s stock. But to register a corporation successfully, certain formalities should be followed.
Commonly, the state of incorporation is the state where a company conducts most of its business transactions. But tax policy is what matters as well which is why a lot of businesses decide to incorporate in a state with the favorable tax treatment of corporations, for instance, Nevada or Delaware.
A corporation can also be formed in multiple states, but then, it will have to pay fees in each state where it operates.
In the majority of states, a corporate name should be different from names that have already been taken or reserved in a corporate name database of a state. When it comes to a corporation name, it should include the word “corporation,” “incorporated,” or the appropriate abbreviations.
Another important thing to mention is that in many states, a corporation cannot take a name that would affiliate with a governmental agency or bank.
To alleviate the task for yourself, you can first conduct a search of available corporate names online.
The next step is filing the articles with the secretary of state office. It should be done by a corporation’s registered agent – either an individual who is 18 years old or older or an entity residing in the state of incorporation. Once mentioned in the article, the registered agent will be responsible for getting legal documents on behalf of the corporation.
You can use fill-in-the-blank articles of incorporation that are provided by most states or our articles of incorporation template that you can find on our website. Once you fill in the articles of incorporation, you can submit them online, fax, mail, or deliver in person at the secretary of state office. However, it would be wise to first check your state’s filing requirements such as filing methods and fees.
After filing the articles of incorporation, the bylaws of the business entity should be submitted. They are meant to establish the rules and regulations governing the corporation, for instance, the frequency and method of holding meetings, duties of corporate officers, etc. However, filing bylaws is not a formal requirement in many states, and these states only require to create the document and keep it on the business premises.
A newly-created corporation usually issues stocks at the first meeting of the board of directors. It is one of the most important questions at the meeting along with the adoption of bylaws and the assigning of corporate officers.
It is the corporation’s board of directors that establishes the price per share for the company’s stock. When shares are issued, shareholders might exchange cash or property for them.
The Internal Revenue Service (IRS) should issue a federal tax ID number (or an Employer Identification Number – EIN) for your corporation. An application can be made by different communication means – phone, mail, or online on the IRS website. The time for processing an application and getting the number will depend on the chosen channel of communication. The quickest way is getting an EIN by phone or online request (typically, allows to get the number immediately), the longest – by mail (can take up to 4 weeks).
When you know where your corporation will operate and you have your federal tax ID number, you need to register for business taxes. In the majority of situations, the revenue agency in the state of operation will be the agency responsible for tax registration. Please note that if you have employees, you will have to receive a state tax ID number. Among the documents that are needed to get this number are the articles of incorporation, corporate bylaws and some other documents, and a federal tax ID number.
Another category of taxes a corporation with employed people should register for is unemployment insurance and compensation taxes. Or, if your company is about to sell merchandise, you might need to get a sales and use tax permit before operating in the chosen state or states.
Registering for corporation taxes can take place online on the website of the state department of revenue or in person.
The last step before a corporation can be operated legally is obtaining licenses and permissions. In general, the type of licenses you need to obtain depends on the type of business, state, and local government.
For instance, one of the most required licenses by most states is a general business license to operate in the chosen state. If a corporation is involved in retail, it might need to obtain zoning permission. If a business is based on providing professional services, an occupational license of the state of operation will be needed.
Some industries, like healthcare, gaming, cosmetics, agriculture, education, aviation, etc., are more highly regulated than others and consequently, will require more licenses and permits.
To check what requirements for corporations are imposed by your state, you can use the website of the Small Business Administration.
Before the incorporator files the incorporation articles with the respective agency, the document should be prepared thoroughly as it will influence the success of a corporation registration.
At the top of the first page, write the name of the document and the name of the corporation underneath it.
Include the principal place of business, mailing address, and the name and address of the registered agent.
The next should be the section with the purpose of the business. You can choose to write that your business might be engaged in all lawful activities or only the activities you list in the articles of incorporation.
If you are going to register a stock corporation, mention the total number of shares of stock the company will issue and the value of each of them. Also, specify whether your company has the authority to issue shares of common stock, serial common stock, or preferred stock.
Mention the total number of directors, that is, the members of the governing board of your corporation. Mention the powers of the board of directors, for example, appointing corporate officers. If you don’t plan to elaborate on the roles and duties of the officers in the articles of incorporation, you can write that the business structure and powers of corporate officers will be set forth in the bylaws of the business entity.
In the next paragraph, specify the name and address of the incorporator (it might be the same person as the one chosen as the registered agent).
The next section of the articles is meant to tell the duration of the corporation. Mention whether your business is perpetual or will be existing till a certain date.
Include the paragraph that will tell that it is the board of directors that has powers to create, change, and repeal the bylaws of the corporation which will be created after the articles of incorporation.
It would be wise to include a broad paragraph about the indemnification of covered persons that is, the board of directors, shareholders, corporate officers, and employees, from any liability in regards to the corporation and its business unless the violation was intentional.
As the last step to filing the incorporation articles, the date of the document along with the name of the company should be written. The articles of incorporation should be signed and filed by the incorporator.
Now, when the incorporation articles are ready, the incorporator can take them to the secretary of state office and file them along with the other documents that are needed to register a corporation.
Any business that is about to get the status of a corporation should craft the articles of incorporation. Using a proper template and filing it properly is the first step to form a corporation. Make sure to use our online document builder if you want to get a customized document and not bother about missing out on important information about your business.