How to File Articles of Incorporation

What Articles of Incorporation Actually Do

Articles of incorporation are the document that legally creates a corporation. Until a state's filing agency accepts and files this document, the corporation doesn't exist as a legal entity, even if you've already picked a name, drafted bylaws, or started doing business informally. Most states call this document "articles of incorporation"; a few, including New York and Delaware, call it a "certificate of incorporation" instead, though the function is the same.

What Information You'll Need

While the exact required contents vary by state corporation statute, most states ask for: the corporation's name, which must include a required indicator like "Incorporated," "Corporation," "Limited," or an abbreviation, and be distinguishable from other registered business names; the registered agent's name and a physical address in the state; the number of shares the corporation is authorized to issue; and the incorporator's name and address, the person signing and filing the document. Some states also ask for the corporation's business purpose, its principal office address, or the names of its initial directors.

Step 1: Choose Your State of Incorporation

Most small businesses incorporate in the state where they actually operate, since incorporating elsewhere, commonly Delaware, while operating in your home state generally means also registering as a foreign corporation at home, adding a second filing fee and a second set of ongoing obligations. Businesses planning to raise venture capital often incorporate in Delaware regardless, since investors are generally more familiar with and favor Delaware corporate law.

Step 2: Confirm Your Corporate Name Is Available

Search your state's business entity database to confirm the name you want isn't already taken, and check that it meets your state's naming rules, including the required corporate indicator. Many states let you reserve a name for a period before filing, for a small additional fee, if you're not ready to file the articles immediately.

Step 3: Appoint a Registered Agent

Every state requires a corporation to continuously maintain a registered agent with a physical address in the state of incorporation, someone available during business hours to accept legal papers and official state notices on the corporation's behalf. This can be an owner or officer who meets the address requirement, or a professional registered agent service.

Step 4: File the Articles and Pay the Fee

Submit the completed articles of incorporation to your state's filing agency, typically the Secretary of State or a Division of Corporations, along with the filing fee. Fees vary significantly: Florida charges $70, split between a $35 filing fee and a $35 registered agent designation fee; California charges $100; Delaware charges a minimum of $109, which can increase based on authorized shares; New York charges $125; and Texas charges $300, according to each state's own fee schedule. Most states accept online filing, which is typically faster than filing by mail.

Step 5: Wait for State Approval

Processing time varies by state and by filing method, ranging from same-day online approval in some states to a week or more for mail filings in others. Most states offer expedited processing for an additional fee if you need the corporation to legally exist faster, useful if you're on a deadline to open a bank account, sign a lease, or close a deal.

After the State Approves Your Articles

Once the articles are filed, the corporation legally exists, but it isn't fully operational yet. Apply for an EIN with the IRS, adopt bylaws, and hold an organizational meeting to elect officers and issue initial stock before opening a bank account or signing contracts in the corporation's name.

Keep a Certified Copy on Hand

Order at least one certified copy of your filed articles when you file, since a bank, lender, or potential investor will often ask to see one during due diligence or before opening an account. Requesting it later, after the original filing, usually means an extra fee and a wait, so it's more efficient to order it up front.

Don't Confuse the Articles With Your Bylaws

Articles of incorporation are filed with the state and become public record; bylaws are an internal document you adopt afterward and never file with the state. Confusing the two, or assuming one covers what the other does, is a common early mistake. See our comparison of articles of incorporation and corporate bylaws for how the two differ.

Authorized Shares Affect More Than the Filing Fee

In Delaware and a few other states, the number of shares you authorize in your articles can increase your filing fee and your ongoing franchise tax. Authorizing far more shares than you currently plan to issue, in anticipation of future investors or an employee stock option pool, is common for startups but adds cost; a small business with no fundraising plans often authorizes a more modest number instead.

Expedited Filing Isn't Always Worth the Extra Fee

Same-day or 24-hour processing can cost significantly more than standard processing in some states. Unless you have an actual deadline, like a closing or a bank requirement, standard processing is usually the more cost-effective choice, since the few extra business days rarely change anything in practice.

This Is Not Legal Advice

The exact required contents of your articles, and whether your specific business needs a professional corporation filing instead of a standard one, depend on your state's statute and your industry. Talk to a business attorney if you're uncertain which type of filing applies to your business.

A Rejected Filing Costs You Time, Not Just Money

A filing rejected for a name conflict, a missing registered agent address, or an incomplete form has to be corrected and resubmitted, which can cost you days or weeks depending on the state's processing queue. Double-check your name availability and every required field before submitting, rather than treating the first submission as a draft you can simply fix after a rejection.