What Are Articles of Incorporation?

To be established as a business entity, corporations must file articles of incorporation. Find out what they are and why you need them.

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by Jane Haskins, Esq.

Jane has written hundreds of articles aimed at educating the public about the legal system, especially the legal aspe.

Contents

Updated on: August 4, 2024 · 5 min read

• The articles of incorporation form
• Filing articles of incorporation
• How to get a copy of filed articles
• Certified copies of articles of incorporation

Articles of incorporation form a document that establishes a corporation as a separate business entity. If you want to establish a corporation, you need to file articles of incorporation in the state in which you'll conduct business.

The articles become a public record and provide important information about the corporation, including its name, contact information, and information about its shares of stock.

The articles of incorporation form

Every state has a form for the articles of incorporation. You can find your state’s form on the website of the state agency that handles business filings. In most states, that’s the Secretary of State, but some states have a different business filing agency. If you are forming a non-profit corporation, there may be a special non-profit articles of incorporation form.

State laws require you to include certain information in the articles of incorporation.

Although each state's articles of incorporation form is different, the information will typically include:

• The name and principal office address of the corporation.
• The purpose of the corporation. Most states allow you to state a broad, general business purpose for your corporation—you do not need to be specific.
• The duration of the corporation, if you don’t intend for it to exist perpetually. Sometimes people form corporations that are designed to exist for only a limited period of time.
• The name and address of your registered agent and registered office. The registered agent is someone who has agreed to accept service of lawsuits and other official documents on behalf of the corporation. In some states, the agent must sign a document agreeing to act as agent.
• In some states, you must list the names and addresses of the members of the corporation’s initial board of directors.
• Information about the number and type of shares of stock the corporation is authorized to issue. The number and type of shares may be used to calculate taxes and fees.
• The names and addresses of the incorporators. An “incorporator” is a person who signs the articles of incorporation and ensures that they get filed. The incorporator can be anyone—he or she doesn’t have to be an officer, director, or shareholder of the corporation. A corporation can have more than one incorporator.
• The incorporators’ signatures.

If you don't know the corporation's legal name, or if you want to confirm that the name you have is the corporation's legal name, you can search the local Secretary of the State's website.

Filing articles of incorporation

You file articles of incorporation with your state’s business filing agency. You must pay a filing fee when you submit your paperwork. Once the corporation has been approved, you will receive a certificate of formation from the state.

Most states also require corporations to have corporate bylaws. Bylaws describe the way the corporation will be run, including the rights and responsibilities of the officers, directors, and shareholders. Bylaws are an internal document that should be kept with your other corporate records. They are not filed with the state.

Preparing articles of incorporation is the first step toward incorporating a business. Be sure to complete the articles fully and accurately, follow your state's filing instructions, and include the proper fee.

How to get a copy of filed articles

Once you form a corporation and file articles with the incorporating state, those articles become a part of the public record. To obtain a copy of such articles, you need to know the corporation's legal name and, in some states, the corporation's state-assigned ID number.

You can obtain a copy of a corporation's articles of incorporation in several ways.

• Online. In many states, business filings such as articles of incorporation are accessible for viewing online, and you can usually obtain a copy for free by searching for the articles, downloading to your computer, and printing.
• In person. You can obtain a copy of a corporation's articles of incorporation by going to the Secretary of State's office in person. This can be particularly helpful if an online copy isn't available or if you need a copy as soon as possible. Often you can obtain the copy during your visit, or put a rush on your request. You will generally have to pay a small fee for the copy.
• By phone. In most states, you can submit a request for articles of incorporation by phone. You should be able to find the number to call in the relevant section of the Secretary of State's website. As with requests made in person, a small fee is typically charged for the copy.
• By mail. Some states provide a form you can download to request a copy of the articles of incorporation. If this is the case, download the form, fill it out, and send it in, along with the appropriate fee. If no such forms are available, send in your request by letter, and include relevant information about the corporation, such as its legal name.

Certified copies of articles of incorporation

A certified copy of articles of incorporation is an official copy of the document. To be a certified copy, the document will have something affixed to it that attests to its authenticity and accuracy—such as the state's seal or an official signature.

You will receive a certified copy of your company's articles of incorporation when you make the initial filing, but sometimes, you need to provide a third party with a certified copy. For instance, banks often require a certified copy in order for a corporation to open a bank account or apply for a loan or line of credit.

The process of obtaining a certified copy of articles of incorporation is similar to the steps outlined above for obtaining a regular, noncertified copy. Expect to pay a higher fee than for a plain copy and a longer processing time.

• Online. Some states allow you to submit a request for a certified copy online. You will usually be required to pay for the certified copy at the time of your request.
• In person. Most states permit you to submit your request either in person or by mail. You can generally obtain a certified copy quickly by requesting it in person, but you may be charged an additional fee for an in-person request.
• By mail. If you prefer to submit your request by mail, the appropriate form for requesting a certified copy can often be downloaded from the secretary of state's website. If no such form is available, you can submit your request by letter. Include all required information, such as the corporation's full legal name.

A corporation's articles of incorporation become a matter of public record once filed. Since corporations must file such articles at the time of incorporation, in states where you plan to transact business, it's a relatively easy process to obtain a copy.

This article is for informational purposes. This content is not legal advice, it is the expression of the author and has not been evaluated by LegalZoom for accuracy or changes in the law.

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