Articles of Incorporation Explained: Requirements + How To File

Alliances have treaties, countries have constitutions, and universities have charters. The whole world is underpinned by foundational legal documents, and business is no exception. A business’s articles of incorporation are effectively its constitution. They form the legal basis for the corporate structure’s very existence. Explore the typical contents of these articles, and learn how to prepare and file them yourself.

What are articles of incorporation?

A company’s articles of incorporation, also known as its corporate charter, are a set of formal documents filed with a state government agency that prove a corporation has been formed as a separate legal entity from its owners. Generally speaking, the articles include:

• The corporation’s name

• The purpose of the corporation

• An office street address

• Contact information for a registered agent

• A description of the stock structure (number of authorized shares and types of shares—common and/or preferred stock)

• Duration of the corporation (can be perpetual)

• Names and addresses of the initial board of directors (in some states)

Articles are generally not complex documents. They’re designed to be straightforward forms that contain the basic business information needed to create and identify a legal corporation. They’re usually only a few pages long, and many states provide fill-in-the-blank templates. Articles don’t contain operational details (like management structure) or even information about the business structure itself. Although many corporations hire attorneys to prepare and file official papers, including articles, on their behalf (especially when dealing with sophisticated stock structures), they’re generally accessible to non-lawyers.

One piece of important information is that articles are considered public record. Once you file them with your Secretary of State’s office, they’ll be available for public viewing.

Articles of incorporation vs. articles of organization

Both articles of incorporation and articles of organization are state documents for founding companies, but they apply to different types of legal entities. Articles of incorporation are used to legally form a corporation, whereas articles of organization are used to establish a limited liability company (LLC). Aside from that, a key distinction lies in their contents: Articles of incorporation include information about stock structure and shareholders; articles of organization contain information on LLC members and managers (LLCs cannot issue shares).

Where do you file articles of incorporation?

Articles of incorporation are filed with a state-level government body—the office or department that handles business registration. More often than not, this is simply the state Secretary of State’s office, but sometimes it’s a special department of corporations.

Filing is usually done online through the applicable state agency’s website, though filings can also be completed by mail or in person at the designated office. The filing becomes official once it’s reviewed, approved, and stamped by the appropriate state official. This typically takes anywhere from a few days for online filings to a few weeks for paper filings.

Requirements and procedures vary between states. Some states require heavier reporting, such as including the names of initial directors in the articles. Delaware, Wyoming, and Nevada are among the more popular states for incorporation due to their corporation-friendly laws, strong privacy protections for business owners, and minimal reporting requirements. Processing times can also differ depending on state, with some offering expedited services for additional fees.

What you need to file articles of incorporation

• Business name
• Registered agent information
• Purpose statement
• Stock information
• Incorporator’s signature
• Filing fee

To file articles of incorporation, you’ll first need to decide which state you want to incorporate in. Each state has slightly different rules about what needs to be included and how the information should be formatted (with many states offering templated forms). You can check with your state of incorporation’s Secretary of State’s website for additional information, but generally, key items include:

Business name

You’ll need to select a company name for your corporation that is compliant with state naming rules. Typically, that means a name that’s shared by no other state business entity, so you’ll need to check whether your preferred business name is taken. States also usually require some kind of corporate designator in the name, e.g., “Inc.,” or “Corporation.”

Registered agent information

Corporations in all 50 states are required to appoint a registered agent—someone who is responsible for accepting official correspondence (usually of a legal nature) on the business's behalf. This agent can be one of the corporation’s incorporators, a shareholder, or an employee; more often, however, a corporation will use a registered agent service. Whether you opt for an internal agent or an outsourced one, you’ll need to include their name and the address of an office that is physically located within the state in your articles of incorporation. (All states require agents to have a physical presence in the state of incorporation, with an office open during normal business hours.)

Purpose statement

A corporation’s purpose statement declares the corporation’s intended business activities and scope of operations. It can either be specific (detailing exact business activities) or broad (using general language like “any lawful business purpose”).

Stock information

This section typically specifies the total number of shares the corporation is authorized to issue and the classes or types of shares (such as common or preferred shares). It may also include par value of shares—the minimum or face value assigned to a share—although most new corporations now opt for “no par value” stock, which indicates that the price of the shares will be determined by how much investors are willing to pay down the line.

Preparing articles of incorporation is not usually a research-intensive process, but of the research you do complete, you’ll pay the most attention to designing and articulating your stock structure. After all, the ability to sell stock and issue shares and thereby raise capital is typically the main reason an entrepreneur chooses to form a corporation instead of a partnership or LLC. While the rest of your articles of incorporation will be fairly straightforward and cover only basic information, the parts where you describe your stock structure will likely be the most intricate.

Incorporator’s signature

This is a legal formality where the person establishing the corporation must sign the articles, confirming their role in creating the entity. The incorporator has to be at least 18 years old but does not need to be an officer, director, or shareholder of the corporation or its registered agent. You can do this yourself, or you can authorize someone else to handle it, including an attorney, your registered agent, or a trusted friend or family member. An incorporator’s role typically ends once a corporation has appointed an initial board of directors.

Filing fee

You’ll need to pay a fee to file the articles of incorporation in any state in which you incorporate. These fees vary by state and the value of the corporation, but fall on a scale of between $50 at the lowest (Colorado, Iowa, Oklahoma, Michigan) and to upward of $375 (Nevada, for corporations with a total par value of authorized shares over $1 million).

How to file articles of incorporation

1. Choose your state of incorporation
2. Prepare the required information
3. Complete the forms
4. Pay the fee
5. Submit and track your filing

The process to file your articles of incorporation differs depending on where you incorporate. Generally, the steps are as follows:

1. Choose your state of incorporation

First things first—decide where you want to set up shop. This could be the state in which you already live, or a business-friendly state like Delaware or Wyoming, but it can only be one state. Consider factors like state taxes, filing fees, and corporate regulations that may affect your business operations in the long term before making a choice.

2. Prepare the required information

Be sure to take a look at the state business forms and ascertain what information is required by the filing agency. Then, collect all the necessary information, such as the corporation’s compliant name (with a proper designator like “Inc.” or “Corp.”), registered agent details, and stock structure.

3. Complete the forms

You can either complete the templated form provided by the applicable state agency or, if permitted by state law, draft custom articles that are compliant with those laws. When submitting custom articles, states will have specific formatting requirements, and it might be advisable to consult a business formation attorney.

4. Pay the fee

You’ll usually need to pay the required filing fee at the time you submit your articles for review. Some states offer expedited filing for an additional fee. Some states may also charge a fee to amend articles during processing (e.g., in the event of an error in the form).

5. Submit and track your filing

Once you file your completed articles online, by mail, or in person, retain copies of everything submitted and note any filing or tracking numbers provided. Most states will provide confirmation instantaneously (if submitted online) or within one to three weeks if done by paper. Total processing times will vary state by state.