Articles of Incorporation are a set of legal documents that are filed with the Secretary of State in order to create a corporation. Because corporations are created under state law, the exact filing procedures might vary slightly from state to state. At a minimum, however, they must include the corporation’s name, physical address, corporate structure, registered agent, and amount/type of stock to be issued.
Typical fields in articles of incorporation include:
- Name and address: Many states require that the name include a suffix like Incorporated or Inc., to designate the business’ status as a corporation.
- Corporate structure: Corporations come in all shapes and sizes – for profit, non-profit, non-stock, professional, C corp., S corp., etc.
- Registered agent: This is the person who is legally designated to receive documents on behalf of the corporation. Make sure you choose a good one! Nightmare stories abound about corporations who didn’t realize they had been sued until after a default judgment was issued, because their registered agent didn’t notify them.
- Name and addresses of the board of directors and/or incorporator: the incorporator is the person who initially sets up the corporation. But beware! If the incorporator enters into contracts on behalf of the corporation before it is formed, he or she may be held personally liable for those contracts unless the corporation assumes responsibility and the other party releases the incorporator (called a novation).
- Number and type of shares
Filing fees vary widely from state to state, from as little as $50 to over $500. If you are planning to incorporate, we can help!
Contact us today for more information.