Guide to Articles of Incorporation: How to File Articles of Incorporation

Articles of incorporation are legal documents that a company owner files with a state agency to set up a business corporation. A corporation is a partnership between multiple shareholders that control a company to limit the liability of the individual partners. All C-corporations or S-corporations (including nonprofit corporations and for-profit corporations) must file articles of incorporation for the business to be legally recognized.

Articles of incorporation, also known as a certificate of incorporation or a corporate charter, contain basic information about your business, including the corporation’s name, board of directors, the number of shares of stock authorized, a registered agent that fields legal correspondence for the business, and the name of the incorporator. Articles of incorporation must be filed by a sole incorporator with the local Secretary of State or similar state governmental office. The incorporator signs all of the articles of incorporation and verifies all information in the articles.

Many small business owners may choose to register their businesses as sole proprietorships because the process is simpler than making your business into a corporation. However, if you want to make your business an S-corp or C-corp, filing your business’s articles of incorporation is a key step in getting your business recognized as a corporation by the state. Here are three of the main purposes that articles of incorporation serve for a business.

1. 1. Streamlining financial matters: You need to file your company’s articles of incorporation in order to obtain an Employer Identification Number (EIN), which allows you to open a business bank account. This also enables you to apply for a business loan.
2. 2. Protecting the business owner: Filing the articles of incorporation enables a business owner to make their business corporation a sole legal entity. This ensures that the personal assets of the business owners or board of directors are not at risk in the event of liability.
3. 3. Registering your business: Filing articles of incorporation with your state agency legitimizes the name of the business. Once you have registered your chosen business name with the state, no other corporations can have the same business name.
4. 4. Tax purposes: Establishing your articles of incorporation with your local state agency notifies your local authorities to where your business pays taxes.

Business owners who want to register their company as a corporation will need to file articles of incorporation, which are not to be confused with articles of organization. Articles of organization are used to establish limited liability companies and limited partnerships.

Both business filings contain similar information such as the location of the business, the registered agent, the business’ purpose, and the business’ location. However, slightly more information is needed for articles of incorporation, including the number of company shares, names of incorporating partners, and names of the board of directors.

Here is a brief overview of the step-by-step process of filing a business’s articles of incorporation. The process and requirements might vary by state or local jurisdiction.

1. 1. Choose your company’s name. Before you file your business’ articles of incorporation, you will need to make sure that your business has a unique name that is not too similar to a business that already exists. You can search your name ideas in your state’s online name reservation database to double-check that your company’s name is sufficiently unique. You will also need to end your business name with the word “corp” or “inc” to indicate that your company is a corporation.
2. 2. Appoint a registered agent. You will need to appoint a registered agent who will be responsible for receiving all legal correspondence on behalf of your corporation. The registered agent must be available at all business hours throughout the year. Some business owners choose to make their company a foreign corporation by registering in a state other than the one they do business in for tax benefits. If you want to do this, you can choose to list your registered agent’s mailing address as the location of your business, but make sure that the address is not a PO box.
3. 3. Compile the relevant information. A business’ articles of incorporation must contain the following information: the corporate name and physical address, the name and address of the registered agent, the business's purpose, the names of all agents and board members, the number and class of shares authorized, and the name of the incorporator.
4. 4. Filing the articles with your state agency. You can file your articles of incorporation form with your local Secretary of State online or through the mail. There can be varying filing fees depending on how you choose to file your articles of incorporation.
5. 5. Do the follow-up work. Your business’ articles of incorporation will be mailed to the corresponding address included in the document once they have been approved. Certain states require business owners to further establish their corporations by publishing public notice of incorporation. You will also need to establish business bylaws and draft an operating agreement to protect your business’ shareholders from liability. Additionally, you will need to apply for a Federal Employer Identification Number (FEIN) to register your business with the IRS.

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