Articles of incorporation are a legal document that establishes the formation of a corporation. Entities file them with the appropriate government authority, officially establishing the corporation. In some states, people refer to them as a certificate of formation, certificate of incorporation, or corporate charter.
Importance
Filing articles of incorporation is a legal requirement for corporate formation in most places. Articles of incorporation offer vital information about the corporation, acting as an FAQ or guide for essential public information about the business kept on record with the secretary of state. Every state has a form for the articles of incorporation. They typically include details such as:
- the corporation name,
- principal address,
- registered agent,
- business purpose,
- type of corporation,
- stock details,
- board of directors,
- the duration of the corporation,
- the incorporators’ signatures,
- the names and addresses of the incorporators.
How to Amend or Change
Articles of incorporation can be changed or amended. The process typically involves:
- drafting specific articles of amendment,
- obtaining necessary approvals from the board of directors or shareholders,
- filing articles of amendment with the secretary of state, and
- providing appropriate notice.
Who Files Articles of Incorporation?
Individuals or companies, who could be incorporators, deliver the articles of incorporation and the filing fee to the secretary of state for filing. The number of incorporators required varies by state.
An incorporator can be either an individual or, in many states, a corporation (such as a corporate service provider), and they do not need to maintain an ongoing relationship with the company, such as being a shareholder or director. Most states only require one incorporator, and few states specifically impose residency or age requirements on incorporators.
When and Where Should You File The Articles of Incorporation?
Articles of incorporation must be filed when the corporation is formed with the state's secretary of state. Filing fees vary by state and typically range from $50 to a few hundred dollars. Once the corporation has been approved, a certificate of formation from the state will be received.
Most states require corporations to establish corporate bylaws. Bylaws outline how the corporation will operate, detailing the rights and duties of the officers, directors, and shareholders. Bylaws are internal documents that you should maintain alongside other corporate records. They are not submitted to the state.
Conclusion
The articles of incorporation can be likened to the “birth certificate” of a corporation. In many instances, only fundamental information is necessary. However, it's crucial to note that statutory obligations, such as the required form, filing location, applicable fees, and recipients thereof, differ significantly from one state to another. Additionally, in numerous scenarios, parties may wish to tailor the articles to supersede statutory default provisions. Therefore, it's essential to collaborate with compliance professionals who possess an understanding of the intricacies of each state's regulations and can assist their clients with these matters.