Articles of Incorporation: Requirements & How To File

Starting a business is exciting. There’s the idea, the name — maybe even your first customer. Then comes the paperwork, which can feel overwhelming if you’re not sure where to start.

One of the first big paperwork steps is filing Articles of Incorporation. It might not be the most exciting part of starting a business, but getting it right matters. This is a key step in formally establishing your business as a corporation.

In this guide, we’ll walk through what Articles of Incorporation are, what to include, how to file them, and a few common mistakes to avoid along the way.

What are Articles of Incorporation?

Articles of incorporation are the official documents you file with your state’s secretary of state to create a corporation. When the state approves these documents, your business becomes its very own legal entity. That means your corporation can do things in its own name, such as signing contracts, owning property, and issuing stock to shareholders.

These documents also help you establish what lawyers like to call the “corporate veil.” In simple terms, this veil separates the business from you, the owner. Because your corporation will be its own entity, you as a shareholder (as well as any other owners) generally have limited personal liability for business debts and obligations, depending on how the corporation is structured and maintained.

What businesses need Articles of Incorporation?

Businesses that choose to operate as corporations (instead of another type of business entity) generally need to file Articles of incorporation. Businesses that typically need to file Articles of Incorporation include:

• C corporations: This is often the default corporate structure that many small and large companies use.
• Nonprofits: This is a business entity created for charitable, educational, or religious purposes.
• Professional corporations (PCs): These are typically for licensed professionals like doctors, lawyers, and accountants. Not all states allow this business structure.

You may also hear about S corporations, but this is slightly different. An S corporation is not a separate business entity you form with the state. Instead, it’s a tax election you make with the IRS after your corporation is created. Think of it this way: You form a corporation with your state, then choose how it’s taxed with the IRS.

Some businesses, on the other hand, don’t need to file Articles of Incorporation because they do not inherently use a corporate business structure. For instance:

• Limited liability companies (LLCs): LLC documents are usually Articles of Organization rather than Articles of Incorporation.
• Sole proprietorships: One person owns and operates a sole proprietorship. Usually, that means it’s often not required to file formation documents at the state level.
• General partnerships: Partnerships can operate without filing formation documents. But some still choose to formally register. This usually comes down to state-level rules.

Choosing the right business structure can affect your taxes, liability protection, and even ongoing compliance requirements. (Think paperwork.) If you’re weighing options like a corporation or LLC, it can be helpful to talk to a lawyer who can explain the trade-offs that come with each structure. 

LegalShield® Small Business Plans give business owners access to a provider law firm that can answer questions about business entities, review corporation or LLC documents, and help you understand what to expect as your company grows.

Why your business needs to file Articles of Incorporation

Filing Articles of Incorporation is what officially turns your business into a corporation. Until your state has approved those documents, your company is not yet recognized as a separate legal entity. That means you generally won’t be able to operate under a corporate structure, or access certain corporate benefits.

Once your Articles of Incorporation are filed and approved, your business may be able to operate like a corporation. That means you can handle key business tasks like:

• Opening a corporate bank account in the company’s name
• Applying for business credit or financing
• Issuing shares of stock to your owners or investors
• Entering into contracts as a corporation (instead of as an individual)
• Establishing the liability protections that separate your business from you as the owner

Filing Articles of Incorporation is also the first step before you can make particular tax elections. For instance, your business first has to be formed (officially) as a corporation before you can choose for it to be taxed as an S-corp or C-corp with the IRS.

In other words, the state filing comes first — the tax election comes later on.

What to include in your Articles of Incorporation

Articles of incorporation need to include some information your state requires. Most states are going to provide a standard form. But the details you provide will help define how your corporation will operate from day one.

Here are some of the key details you’ll likely need to include in your Articles of Incorporation:

Business name

You’ll need to list the official name of your corporation. Typically, the name will need to be unique within your state. And it’ll probably need to include some kind of designator like “Corporation,” “Incorporated,” “Company,” “Inc.,” or “Corp.”

Registered agent

Your registered agent is the person or business you designated to receive legal documents on behalf of your corporation. They have to have a physical address in the state where you’re forming your corporation. And you’ll need to list their details in your Articles of Incorporation.

Business purpose

Most states call for some kind of short statement that describes your corporation’s purpose. Check the requirements in your state. But most of the time, these statements can be pretty broad. Some businesses go with something like “to engage in any lawful business activity.” But others are more specific.

Incorporators

This is the person who prepares and files the Articles of Incorporation with the state. In this case, that’s probably you. But it could be any founder, business owner, or other authorized person who’s responsible for submitting the paperwork.

Initial directors

Some states ask corporations to identify their first board of directors in their initial filing. These are the people who are going to oversee the management of your corporation and make major decisions until shareholders formally appoint directors.

Shares and Share Price

You might be required to list the amount of shares and share value when you file your Articles of Incorporation. This is a very important piece of information as it will be reflected on other corporate documents you prepare. The amount of shares and price may also affect the state fees when filing your Articles of Incorporation. 

Keep in mind that every state has slightly different requirements for the Articles of Incorporation. Above are general guidelines. You’ll need to check the specifics of your state.

How to file your Articles of Incorporation

The process of incorporation is often relatively straightforward, though requirements vary by state. Many businesses choose to complete the process online, through their secretary of state’s website, though most states also allow filing by mail or in person.

If this is your first time filing, it’s normal to have questions about what to include and how the process works. Here’s the general idea of how to write Articles of Incorporation for a small business:

Step 1: Choose a state

Most businesses will file in the state where they plan to operate. But some companies choose to incorporate in a state with more business-friendly laws. (Delaware and Nevada are common.)

Keep in mind that, if your company operates in a different state from where you’ve filed, you may still need to register your business in that state as a “foreign corporation.” This can add some extra paperwork, fees, and headaches. But some businesses find it worthwhile.

Further reading: Best State To Form Your Business: Top 5 Choices + How To Choose 

Step 2: Search name availability

Before you file, take a moment to confirm that your business name is available. Your business name has to be unique in your state and will likely need to include some kind of designator, such as “inc.”

The good news is that you can check availability. Most states offer an online name search tool of some kind — typically available via the Secretary of State’s website.

Step 3: Complete the state form

Next up, fill out your state’s Articles of Incorporation form. The details of this document will vary by state. But it’s typically going to ask for basic details about your company — business name, registered agent, purpose, authorized shares, and similar.

Step 4: Submit the form and pay the filing fee

There are filing fees associated with incorporating a business. Articles of Incorporation fees vary by state and by the number of shares your corporation will have. 

There may be some other fees, though. For instance, some states charge extra fees for faster processing or certified copies of the filing.

Step 5: Wait for approval

If everything is in order, the state will approve the filing and send you a stamped or certified copy of the Articles of Incorporation. If you filed online, you will be able to access your Articles and Certificate of Incorporation, or if by mail, you will receive a stamped copy of what you filed along with a Certificate of Incorporation.

At this point, your corporation is generally recognized as formed under state law.

Special rules for nonprofit organizations

Nonprofit corporations also file Articles of Incorporation. But they often have more detailed requirements than “standard” corporations. If you plan to file for 501(c)(3) tax-exempt (nonprofit) status, your formation documents will likely need to include some language that shows that your organization will operate for charitable, religious, educational, or similar purposes.

You may need to include certain clauses in your Articles of Incorporation, such as:

• A dissolution clause: This explains what happens to your nonprofit’s assets if it shuts down.
• Private inurement prohibition: This explains that your nonprofit’s income and assets can’t benefit board members or founders. In other words, your nonprofit has to support its mission, not personal gain.

Some extra information might be necessary in your articles. For instance, your state might ask you to give details about your nonprofit’s mission, directors, or charitable purpose. Your Articles of Incorporation are provided to the IRS when filing for your 501(c)(3) classification, so it is important that they contain not only your State requirements, but what the IRS requires as well.

The precise filing fees and forms you use may be a little different from for-profit corporations, too. And after your state approves your nonprofit Articles of Incorporation, you’ll likely apply for tax-exempt status with the IRS. That’s going to involve additional filing requirements.

Common mistakes to avoid when filing

Filing your Articles of Incorporation isn’t as hard as it sounds. But small mistakes may delay processing or result in rejection. So it’s worth taking a minute to make sure your filing is free of:

• Name issues: If your business name is taken or too similar to an existing company, your state might reject your filing. Running a name availability search beforehand can prevent delays.
• Incomplete info: If you leave out required details, the state will return your filing for corrections.
• Registered agent errors: Your chosen registered agent has to have a valid address in the state where you’re incorporating. Listing the wrong address can cause trouble receiving important legal notices.
• Spelling errors and typos: Silly typos in your business name or other key details can force you to file an amendment to correct the error later. It’s a good idea to review your information carefully before submitting.

Consult a LegalShield® provider lawyer about your business questions (without the expensive retainer)

Forming a corporation is just the beginning. With a LegalShield® Small Business Legal Plan, you can speak with a provider lawyer about your formation documents, get help reviewing requirements in your state, and access ongoing support as your business grows.

Our Small Business Legal Plans are designed to give you access to a provider law firm that can help you navigate everyday business legal situations without the cost of a traditional retainer.