What are Articles of Incorporation?
Articles of Incorporation are documents filed with a government body to officially form a corporation in 38 of the 50 U.S. states. Once a company has legally registered in this way, it is considered incorporated.
This set of documents is sometimes called a company’s “charter,” and it may be known as a Certificate of Incorporation, Articles of Organization, or Certificate of Formation, depending on the state in which it is filed.
The vast majority of venture-backed companies file Certificates of Incorporation (rather than Articles of Incorporation) because they choose to incorporate in Connecticut, Delaware, New Jersey, New York, Oklahoma, or Pennsylvania.
A company needs to file a Certificate of Incorporation if it wants to raise money in exchange for shares of company stock, among other reasons. The Certificate of Incorporation contains information on the number of common shares authorized for potential distribution. Incorporating also has potential tax benefits and limits founders’ personal legal liability.
Articles of Incorporation example
Articles of Incorporation vary by state. While there’s no set template, a company’s Articles of Incorporation generally include:
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Information about authorized shares of stock
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The legal company name (the business name, corporation name)
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The business purpose or the purpose of the corporation
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The names and address of the registered agents of the company
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The date of incorporation
How to file Articles of Incorporation
Articles of Incorporation are filed with state governments, typically with the Secretary of State office. Many venture-backed companies file Certificates of Incorporation in the state of Delaware even if they are doing business in other states, due to tax advantages and a regulatory environment that makes operating in Delaware predictable. Companies must file other business paperwork in the states in which they are doing business, in addition to filing a Certificate of Incorporation in Delaware.
Filing fees
Filing fees for Articles of Incorporation range widely depending on the state, the type of corporation (non-profit or for-profit), and whether you need expedited service. Your Secretary of State’s website should have the most accurate information, including a filing fees pricing schedule.
Incorporation by state
Articles of Incorporation have a slightly different name depending on the state. Here are the names of legal formation documents in each state:
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Certificate of Incorporation: Connecticut, Delaware, New Jersey, New York, Oklahoma, Pennsylvania
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Articles of Incorporation: Alaska, Arizona, Arkansas, California, Colorado, Florida, Georgia, Hawaii, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Michigan, Minnesota, Mississippi, Missouri, Montana, Nevada, New Mexico, North Carolina, North Dakota, Ohio, Oregon, Rhode Island, South Carolina, South Dakota, Utah, Vermont, Virginia, Washington, West Virginia, Wisconsin, Wyoming
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Articles of Organization: Massachusetts
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Certificate of Formation: Alabama, New Hampshire, Texas
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Charter: Tennessee
Can you amend Articles of Incorporation?
Your company can file an amendment to its Articles of Incorporation. You might amend your corporate charter if you want to increase the number of shares authorized, change the company’s governance or business structure, or change other information from the original charter.
Corporations are typically required by law to have a board of directors, starting from the time of incorporation.
Articles of Incorporation vs. LLC formation documents
If a company is forming as a l imited liability company (LLC), rather than a corporation, it will file formation documents (Articles of Organization, Certificate of Formation, or Certificate of Organization depending on the state) to legally establish itself. The information included in an LLC’s formation documents is similar to what is provided in a corporation's Certificate of Incorporation or Articles of Incorporation, but since LLCs and corporations are different kinds of legal entities, they have different names for their organizational documents.
Do corporations need operating agreements?
Every LLC that is registered in the states of California, Delaware, Maine, Missouri, and New York is legally required to have an operating agreement. Unlike LLCs, corporations are not legally required to have operating agreements for their businesses.
