Articles of Incorporation: Everything You Need to Know

When you set up your business as a corporation, you need to file articles of incorporation. Learn what they are and how to file them right here.

Business owner getting the keys to a new office
October 20, 2022
Kathleen Crampton
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There comes a point in the life of a business when it’s time for growth and change. That could look like hiring your first employee, adding a second location, or choosing a new business structure. While the first two scenarios are exciting (perhaps a “congrats!” is in order), we’re here to talk about incorporating. Specifically, we’re discussing articles of incorporation — three little words you never thought you’d Google.

If you want to turn your business into a corporation, you need to obtain and file articles of incorporation — but first, it helps to understand what these documents are, why they’re important, and where and how to file them. (Don’t worry — we’ll cover all these points.)

Articles of incorporation convey important information the government needs to understand your business, including its name and location, the professional agent you’re using, and the intended stock type and amount. Only when these articles are filed and accepted is your business officially formed as a corporation. Now that we have the basics out of the way, keep reading to learn everything you need to know about articles of incorporation.

What Are Articles of Incorporation?

Because a corporation is a type of business structure legally recognized by its state of incorporation, you must file articles of incorporation with your state government for your business to become a corporation.

Here is a brief overview:

  • Articles of incorporation provide pertinent information about your business to the state.
  • They are filed with your state’s Office of the Secretary of State. Once the articles are filed and all fees are paid, you will be alerted about the status of your corporation.
  • Filing articles of incorporation can be a boost for a business’s taxes and stocks.
  • Owners who file these documents also often get limited liability protections.

What Are the Legal Requirements for Articles of Incorporation?

If you want to structure your business as a corporation, you must incorporate it. In other words, you need to get a divorce and legally separate your business from you as an individual. (Limited liability is one of the main differences between a sole proprietorship and an LLC and other types of corporations.)

Here is what needs to be included in your articles of incorporation:

  • Name: You need to list your corporation’s name.
  • Address: No address, big problems. Your business must have an address to incorporate. If your company operates only virtually, don’t sweat. Look into signing up for virtual office space with a physical address to list on the articles of incorporation. Just be aware that many states don’t allow business owners to list a P.O. box.
  • Purpose: Describe the purpose of your business. Pro tip: Keep it simple. You can always ask a lawyer what’s best.
  • Legal business structure: Choose an LLC, C corporation, S corporation, nonprofit corporation, or cooperative based on the type of corporation you hope to run.
  • Registered agent: You’ll need to include the name and address of your registered agent. This is who will receive all important business-related mail. Again, many states do not allow P.O. boxes for registered agent addresses.
  • Board of directors: Corporations are required to have a board of directors. You’ll list the names and addresses of each on the articles of incorporation.
  • Company shares: You may need to list the amount and types of shares that may be available. However, this doesn’t apply to nonstock corporations like nonprofits.

An interesting thing to note about the business address section is that some business owners choose to incorporate in states that offer them better protections. Here’s what we mean:

  • Delaware: Many companies choose to incorporate in Delaware because it provides some of the best options for corporations. Companies legally registered in Delaware can conduct business anywhere, so many companies (more than half of Fortune 500 companies) take advantage of the state’s corporation-friendly features, like usury laws, tax benefits, and equity dispute court. (Don’t worry — we won’t quiz you on these terms.)
  • Address: No address, big problems. Your business must have an address to incorporate. If your company operates only virtually, don’t sweat. Look into signing up for virtual office space with a physical address to list on Nevada: Similarly, Nevada has a business-friendly climate due to its low- to no-tax structure, financial incentives, and limited liability protections.

Where Do I File Articles of Incorporation?

You have a couple of options regarding where to file articles of incorporation: with a legal service or lawyer or directly through your secretary of state’s office. Using a legal service or lawyer is a good option if you’ve never done this before or simply don’t feel comfortable navigating the process on your own.

If you want to file on your own, visit your state’s Office of the Secretary of State or Treasury website where you plan to incorporate your business. You can print out the forms and mail them in, or submit online. While snail mail can be fun when it’s a card from your grandma, many business owners find it easier to fill out the forms online.

We’ve compiled links to every state (and D.C.) to make it as easy as possible for you to file.
 

Alabama*AlaskaArizonaArkansasCalifornia
ColoradoConnecticutDelawareFloridaGeorgia
HawaiiIdahoIllinoisIndianaIowa
KansasKentuckyLouisianaMaineMaryland
MassachusettsMichiganMinnesotaMississippiMissouri
MontanaNebraskaNevadaNew HampshireNew Jersey
New MexicoNew YorkNorth CarolinaNorth DakotaOhio
OklahomaOregonPennsylvaniaRhode IslandSouth Carolina
South DakotaTennesseeTexasUtahVermont
VirginiaWashingtonWashington D.C.West VirginiaWisconsin
Wyoming    

*Alabama requires filing with your city or county first, where an official will then review and file your articles of incorporation with the state.

What Are the Fees to File Articles of Incorporation?

Nothing in life is free — and that goes for articles of incorporation, too. The fee for filing these documents varies by state, but most states charge between $100 and $250. Once you hear back about the status of your corporation, you may also need to pay franchise tax fees, governmental filing fees, and attorney or legal service fees. It’s important to factor these into your small business start-up costs.

What’s the Difference Between Articles of Incorporation and Articles of Organization /Operating Agreements?

If you’re not structuring your business as a corporation and instead structuring as an LLC, we’re impressed you read this far! The IRS classifies LLCs differently than default corporations, so a different type of filing document is needed: articles of organization. Although articles of incorporation differ from articles of organization, they do have some similarities, like basic business information.

LLCs also draft operating agreements — which are essentially corporation bylaws but more extensive. Operating agreements are internal documents created and used by an LLC to establish business-wide rules and regulations, like resolving certain disputes and managing day-to-day operations.

TL;DR: Articles of incorporation are used only for filing as a corporation. Articles of organization and operating agreements are used for LLCs.

Once you’ve filed your articles of incorporation, it’s time to rustle up some business. EZ Texting offers user-friendly, affordable text marketing services, allowing you to reach current and prospective clients and grow your business. Our text marketing solutions help businesses run promotions, scale effectively, and fulfill customer needs.

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