Articles of Incorporation: The Basics

There’s so much information referencing Articles of Incorporation, we thought it might be time to take a step back and go over, in detail, exactly what these Articles entail and what type of information should be included in such a document.

The Articles of Incorporation, sometimes called a Certificate of Incorporation, is the basic deed of the corporation, and it contains the minimum amount of information the state needs in order to place your corporation on file; once filed, your corporation becomes a legal entity.

Each state has its own process for filing Articles of Incorporation and its own list of required information that must be present, but in most cases these articles are filed with the Corporations Division (or other division or department responsible for regulating businesses) of the Secretary of State. Under some jurisdictions, an official Certificate of Incorporation, together with a duplicate of the Articles, is issued to the claimant as proof of their legal status as a corporation.

All states have their own version of the Articles of Incorporation and the information required on the different versions can vary slightly, but typically, Articles of Incorporation will include the following:

• The name of the corporation as you wish it to be legally recorded must be laid out. This name has to be unique and must not match any other corporation or organization in that particular jurisdiction. Words like “incorporated” or “corporation” are typically required to be present, either in full or with an accepted abbreviation (“Inc.”, “Co.”, and so forth); this indicates that you are a corporation (and not another form of business, such as an LLC or LP).
• Typically the Articles will ask for the names and addresses of the initial board of directors. Some states require multiples of three; other states allow just one director.
• Your Articles must declare whether the corporation is a stock (or for-profit) corporation, or a non-stock (typically a nonprofit) corporation. Sometimes required is a citation of the specific law under which the incorporation is taking place.
• It should be mentioned whether the corporation will have a permanent existence, which means that the corporation will operate until it is dissolved, or whether it will be operating for a predetermined period of time.
• It is also important that your Articles of Incorporation includes the name and office address of your Registered Agent. This is necessary in case legal papers need to be served to the corporation.
• The names of the initial officers of the corporation are typically listed in the document. In some cases, the roles of registered agent, incorporator, officers, and directors are all held by the same person.
• Sometimes, the articles of incorporation also contain the purpose for which the corporation has been built. Some jurisdictions allow corporations to form for “any lawful purpose” under the state laws; others require that you are more specific with your business purpose.

Your Articles of Incorporation is an important document that officially registers your company. Now, it’s time to start on your corporate bylaws!