Articles of Incorporation: What to File to Form a Corporation

Articles of incorporation, called a certificate of incorporation in some states, are the document filed with the state to create a corporation. Requirements and fees differ by state.

Common contents

• The corporation's name, which must be available and meet state rules.
• The registered agent and address.
• The number and type of authorized shares.
• The names of incorporators or initial directors.
• The corporation's purpose, in many states a general one.

Filing steps

1. Check name availability with your state business office.
2. Choose a registered agent.
3. Prepare and file the articles with the filing fee.
4. Receive confirmation or a stamped copy.

After approval

• Adopt bylaws and hold an organizational meeting.
• Issue shares and keep a stock ledger.
• Get an EIN and open a bank account.
• Check licenses, permits and tax registrations.
• Meet annual report requirements.

Corporation or LLC?

Many small businesses choose an LLC for simpler upkeep. See our guides to LLC versus sole proprietorship and S corp versus LLC. Talk to a business attorney or tax professional about the best structure.

Choosing a name and a registered agent

Your corporate name must be distinguishable from other businesses on your state's register and usually must include a term such as Inc. or Corporation. A registered agent is a person or company with a physical address in the state who receives legal papers on the company's behalf. You can serve as your own agent if you meet the rules, or hire a commercial agent.

Share structure

• Authorized shares: the maximum number the corporation may issue.
• Par value, if used, which affects fees in some states.
• Classes of stock, such as common and preferred.
• Rights attached to each class.
• Small companies often authorize a modest number of common shares.

What happens right after filing

1. Hold an organizational meeting and adopt bylaws.
2. Elect directors and appoint officers.
3. Issue shares to the founders in exchange for payment or property.
4. Obtain an EIN and open a business bank account.
5. Register for state and local taxes and licenses.
6. Calendar annual report and fee deadlines.

C corporation or S corporation

After forming a corporation, you may be able to elect S corporation tax status if you meet requirements. The choice affects how profits are taxed and what restrictions apply on owners and stock. Ask a tax professional before deciding. See our guide to S corporation versus LLC.

Common mistakes

• Not issuing shares or keeping a stock ledger.
• Failing to hold meetings or keep minutes.
• Mixing personal and corporate funds.
• Missing annual reports and losing good standing.
• Using a template without checking state requirements.

Terms to know

• Incorporator: the person who signs and files the articles.
• Registered agent: the contact for legal papers and state notices.
• Authorized shares: the maximum number of shares the company may issue.
• Par value: a nominal value assigned to a share, which can affect fees.
• Bylaws: internal rules adopted after incorporation.
• Certificate of good standing: proof that the company is current with state filings.

Checklist before you file

1. Search the state business database for name availability.
2. Check trademarks for conflicts.
3. Choose a registered agent with a physical address in the state.
4. Decide how many shares to authorize and who will own them.
5. Prepare a founders' agreement for roles and equity.
6. Budget for filing and annual report fees.

Frequently asked questions