What are Articles of Incorporation?

Also known as: Certificate of Incorporation or Corporate Charter

Articles of Incorporation is a legal document that is filed with the state to create a corporation. The incorporators create, sign, and file this document with the secretary of state. State approval finalizes the corporation’s name and creates the legal entity of the corporation.


What is in the Articles of Incorporation?

The articles of incorporation document consists of a series of “articles” or “provisions” which typically state:

  • The name of the corporation
  • The type of corporation (e.g. profit, nonprofit, professional services)
  • The purpose for which the corporation is formed. Some states allow simply “any lawful purpose”.
  • The name and address of the registered agent who receives any service served upon the corporation
  • Information about the initial directors and officers (only required in some states)
  • As applicable:
    • Whether the corporation is stock or non-stock
    • Whether the corporation has members or not
    • The initial classes, authorized number, and par values of shares.
  • An effective date of the corporation. Sometimes this is not specified in which case the secretary of state makes the corporation effective as of the date they process the articles of incorporation.
  • The duration of the corporation. Usually this is “perpetual” but some states permit a future dissolution date.
  • Execution of the document by the incorporator(s) who are creating the organization
  • Nonprofits often provide additional provisions for 501(c)(3) eligibility

The articles of incorporation create the “legal entity” of the corporation.

In the eyes of the law corporations are also legal entities like you and I - they can enter into contracts and be sued. Corporations are entirely separate legal entities from the people who create, own, and run them. When the state approves your articles of incorporation, they create the legal entity of the corporation, which is often evidenced by a formal certificate of incorporation mailed back to the incorporator. The corporation continues to exist until it is dissolved.


State of Domicile

Filing articles of incorporation with the state means that the corporation will be governed by the corporations code of that state. This is termed the corporation’s state of domicile and is an important consideration when choosing where to file articles of incorporation. Domestic registration gives the corporation authority to conduct business in the state in which they are filed. The corporation must file a foreign registration in each other state it wishes to conduct business.


Key Takeaways:

  1. Articles of incorporation is the legal document that creates a corporation.
  2. Articles of incorporation are filed with the secretary of state in the state where the corporation wishes to form. Filing creates a new corporate legal entity that is subject to the corporations code of that state.
  3. Articles of incorporation give the corporation authority to conduct business in a single state, the state of domicile.

State Information

If you want more information about articles of incorporation in your state, click the link below.

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