Articles of Incorporation Explained

What Articles of Incorporation Are

Articles of incorporation (called a certificate of incorporation in Delaware and some other states) are the founding document a corporation files with its state's filing agency, usually the Secretary of State or a Division of Corporations. Filing and acceptance of this document is the specific legal act that creates the corporation as its own entity, separate from the people who own and run it. Nothing else, not a business plan, not a bank account, not a handshake agreement between founders, has this legal effect.

Required Content, and Why It Varies by State

Every state sets its own list of what the articles must contain, because corporations are creatures of state law, not federal law. Delaware General Corporation Law Section 102 requires the corporation's name, the address of its registered office and the name of its registered agent, the nature of its business or purpose (a general "any lawful act or activity" clause is enough), the number of authorized shares, and the name and mailing address of the incorporator. Florida Statute 607.0202 requires largely the same core information, but it also requires the corporation's principal office address and mailing address, which Delaware's statute doesn't ask for at this stage. If a state requires initial directors to be named, that requirement (and whether it's mandatory or optional) is also set out in the same statute.

Authorized Shares: One Line With Real Consequences

The number of shares a corporation is authorized to issue, and in some states its par value, is stated in the articles. This number sets the ceiling on how many shares the corporation can ever issue without amending the articles again, so many founders authorize more shares than they plan to issue immediately, leaving room for employee stock plans or future investors. In states that calculate the filing fee based on authorized shares or their value, authorizing a very large number of shares can also increase what you pay to file or to maintain the corporation each year.

Filing With the State

Most states let you file articles of incorporation online through the filing agency's e-file system, by mail, or in some cases by fax; each method has its own processing time, and expedited service for an added fee is common. You need a registered agent with a physical street address in the state of incorporation before you file, since the articles require that information. The state reviews the filing for basic completeness and name availability, then issues a stamped, filed copy once it's accepted; keep that filed copy, since banks, lenders, and licensing agencies will often ask to see it.

Articles of Incorporation vs. Bylaws

Articles of incorporation and bylaws aren't interchangeable, even though both are foundational corporate documents. The articles are a public filing with the state that brings the corporation into existence and states a small set of facts the state requires. Bylaws are the corporation's own internal rulebook, typically adopted by the board of directors shortly after filing, covering how directors and officers are elected, how meetings are called and conducted, and how the corporation is actually run day to day. Bylaws generally aren't filed with the state and can be amended by the board or shareholders without a state filing, unlike most changes to the articles.

What Happens After the State Accepts Your Filing

Once your articles of incorporation are filed and accepted, you still have organizational steps to complete before the corporation is fully up and running: holding an organizational meeting, adopting bylaws, appointing officers, issuing the corporation's first shares of stock to its founders, and applying for an EIN from the IRS. None of these steps change the fact that the corporation legally exists as soon as the state accepts the articles; they're what turns that legal shell into an operating business.

Articles of Incorporation vs. Articles of Organization

Articles of incorporation form a corporation; articles of organization form an LLC. The documents look similar on the surface, both are a short filing with the state's filing agency naming the entity, its registered agent, and basic structural facts, but they create legally different entity types with different default tax treatment, ownership rules, and management structures. If you're deciding between the two entity types rather than just naming the filing, see our comparison of a corporation and an LLC.

Amendments Are Common and Expected

It's normal to amend articles of incorporation later, for example to change the corporation's name, increase authorized shares before a funding round, or change the registered agent. Nearly every state has a specific amendment filing for this, separate from the original articles, usually with its own fee.

Keep a Signed, Filed Copy With Your Corporate Records

The state-stamped, filed copy of your articles of incorporation is one of the first documents a bank, landlord, or investor will ask to see. Store it with your other corporate records, including your bylaws, stock ledger, and meeting minutes, rather than only relying on being able to reorder a certified copy from the state when you need one.

State Fees and Processing Times Vary Widely

What a state charges to file articles of incorporation, and how long it takes to process the filing, differs significantly by state and generally isn't the same as what that state charges to form an LLC, even when the two filings look similar. Check your specific state's current corporation filing fee and processing time directly from its Secretary of State or Division of Corporations before you budget for formation.

A Registered Agent Is a Prerequisite, Not an Afterthought

You need a registered agent with a physical street address in your state of incorporation before you can complete the articles, since the registered agent's name and address is required information on the form itself. Lining up a registered agent after you've already tried to file, rather than before, is one of the more common reasons a first filing attempt gets rejected or delayed.

This Is Not Legal Advice

What your articles of incorporation should say beyond the state's minimum requirements, for example optional liability provisions or special share classes, depends on your specific business and ownership plans. Talk to a business attorney before filing if your situation is more complex than a straightforward single-class stock corporation.