Writing and Filing the Articles of Incorporation
Your corporation's articles of incorporation act as a charter to establish the existence of your corporation in your state, and set forth certain basic information about the new business. Filed as a single document with the Secretary of State's office (or similar state agency that handles business registration), the articles of incorporation describe the fundamental identifying and operating characteristics of your corporation (laid out in more detail in the next section). Once filed and approved by the state, the articles of incorporation legally create the corporation as a registered business entity within the state.
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What is Included in the Articles of Incorporation
No matter the type or size of your new business, most states require that the articles of incorporation include, at a minimum, the following information:
- Your new corporation's name and address (principal place of business)
- The corporate purpose (usually stated in broad language such as "to engage in any lawful activity," in order to avoid limiting the corporation's business prospects)
- Name and address of your corporation's registered agent, who will be authorized to physically accept delivery of certain legal documents (including lawsuits) on behalf of your corporation.
- Stock information -- including number of shares the corporation is authorized to issue, designation of classes of shares, and value of each share.
The articles of incorporation will usually identify the incorporators of the corporation, who initiate the incorporation process and are often responsible for signing the articles of incorporation prior to filing with the state. If the articles name the director(s) of the new corporation, the director(s) may also be required to sign the articles of incorporation before they are filed.
Writing the Articles of Incorporation
Whether you prepare them yourself, or consult an experienced business attorney for assistance, your new business's articles of incorporation do not necessarily need to be complicated or extensive. If you decide to write them yourself, your articles of incorporation will most likely be accepted for filing in your state as long as they contain the minimum information identified above in bullet-point. But you likely need not create the articles completely from scratch, as most states' Secretary of State web sites contain pre-printed articles of incorporation forms that your business can complete in a relatively short amount of time.
Articles of Incorporation: Filing and Fees
Once your new corporation's articles of incorporation are written and signed, they are ready for filing with your state's Secretary of State office (or similar state agency that handles business registration). In all states, the filing of the articles of incorporation requires the payment of a corresponding filing fee -- ranging anywhere from $35 to $300, depending upon the state of incorporation. In some states, the filing fee varies if the new corporation is a non-profit rather than a traditional (for-profit) corporation. For example, in California the fee for filing articles of incorporation for a traditional "general stock" corporation is $100, while the filing fee for a non-profit's articles of incorporation is $30.
Need Help Writing and Filing Your Articles of Incorporation? Contact an Attorney
Writing and filing your new corporation's articles of incorporation is a key step on your business's path to success. You should consider contacting an experienced business attorney to ensure that your new business complies with your state's legal requirements at all steps in the incorporation process.
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