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Fillable Form Articles of Incorporation

Articles of Incorporation is a document submitted with the bylaws indicating essential details or information regarding the establishment of a corporation in the United States (US).

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What are Articles of Incorporation?

Articles of Incorporation, or also called as Corporate Charter, Articles of Association, or Certificate of Incorporation, is a document submitted with the bylaws indicating essential information regarding the establishment of a corporation in the United States.

Articles of Incorporation works with the bylaws to form the legal backbone of a corporation. It registers an entity or organization to be legally called a corporation.

The bylaws are rules set by the board of directors after the incorporation of a business.

How to fill out the Articles of Incorporation?

Get a copy of Articles of Incorporation template in PDF format.

Page 1

CORPORATION NAME

Enter the name of the corporation.

UNDERSIGNED INCORPORATOR OF

Enter the name of the corporation.

Enter the type of corporation.

ARTICLE I. Name

Enter the name of the corporation.

ARTICLE II. Duration

Enter the period of the corporation’s duration.

ARTICLE III. Purpose

Enter the general and specific purposes of your corporation.

Pursuant to

Enter the general purpose of your corporation.

Including but not limited to:

Enter the specific purposes of your corporation.

ARTICLE IV. Powers

Enter the State where your corporation has the power to engage in any lawful activity.

Page 2

ARTICLE V. Initial Registered Agent

Enter the information of the initial registered agent.

5.01

Enter the name of the initial registered agent.

5.02

Enter the street address of the registered agent.

ARTICLE VI. Statement of Acceptance by Registered Agent

Enter the registered agent’s statement of acceptance.

Name

Enter the registered agent’s name.

Corporation Name

Enter the name of the corporation.

Name

Enter the registered agent’s name to certify the statement of acceptance.

ARTICLE VII. Principal Office and Mailing Address

Enter the street address and mailing address of the principal office.

7.01

Enter the complete street address of the initial designated principal office.

7.02

Enter the complete mailing address.

Page 3

ARTICLE VIII. Authorized shares

Enter the information of the authorized shares.

8.01

Enter the number of shares of stocks the corporation has the authority to issue.

8.02

Enter the issued class of stock.

8.03

Enter the par value of each share.

ARTICLE IX. Directors and Officers

Enter the information of the initial Board of Directors and Officers that comprise the corporation.

Name

Enter the names of the corporation’s Board of Directors and Officers.

Title

Enter the title of the corporation’s Board of Directors and Officers.

Address

Enter the address of the corporation’s Board of Directors and Officers.

Page 3

ARTICLE XII. Incorporator

Enter the information of the incorporator.

Name

Enter the name of the incorporator.

Address

Enter the address of the incorporator.

Day

Enter the day of the month upon executing the Articles of Incorporation. For example, “11th day”.

Month

Enter the month upon executing the Articles of Incorporation.

Year

Enter the year upon executing the Articles of Incorporation.

Incorporator

Enter the name of the Incorporator to certify the execution of the Articles of Incorporation.

Correspondence Information

Enter the correspondence information.

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Frequently Asked Questions About Articles of Incorporation

What is a corporation?

A corporation is a group of distinct companies created by shareholders and chartered by the state to recognize as a single entity.

A corporation holds most of the rights and responsibilities of an individual, yet it has limited liabilities. It implies that shareholders may partake in the gains through dividends and stock appreciation of the company but are not generally accountable for its debts.

However, if a member provides personal guarantees on loans or other contractual agreements on behalf of the company and constitutes an offense, it may incur personal liabilities.

Who are the members of a corporation?

The following individuals work together to achieve success in a corporation.

  • Board of Directors. The Board of Directors is composed of individuals elected as fiduciaries of the shareholders. They are responsible for creating dividend and option policies, hiring and firing senior executives, maintaining company resources, setting the general company goals, and assuring the company has the necessary tools.
  • Officers in the Corporation. Officers in the Corporation are the individuals in the company beyond the routine board meetings. They are responsible for substantial decisions, such as the everyday operations and management of the company. Some corporations are consist of:
  • Chief Executive Officer (CEO) — The Chief Executive Officer is the head of the corporation elected by the board and the shareholders. The CEO’s primary job is to make major corporate decisions, manage the overall operations and resources of a company, and act as the main point of communication between the board of directors and corporate operations.
  • Chief Operating Officer (COO) — The Chief Operating Officer is second in the hierarchy and reports to the CEO. The COO’s job is on the company’s daily operations.
  • Chief Financial Officer (CFO) — The Chief Financial Officer is responsible for managing the financial actions of a company.
  • Secretary — The Secretary assists the officers and records all-important business decisions during the board or shareholder meetings.
  • Shareholders. Shareholders are a group of individuals who hold pieces of ownership in a company.

Assign these various roles within your company once you have submitted your Articles of Incorporation.

What is the purpose of the Articles of Incorporation?

Articles of Incorporation is a set of documents filed with the Secretary of State or a government body to incorporate or register a business as a corporation.

Incorporation pertains to the legal process used to form a corporate entity or a company. Incorporating your business provides benefits such as:

  • Permanent Establishment. Incorporation makes it possible to transfer ownership of the company to another. Hence, it provides a permanent establishment of the corporation as the operation may continue even with the exit or death of the owners and executives.
  • Protection from Liabilities. A corporation operates distinctly from the owners. It means that the shareholders are protected from possible liabilities such as the debt of the corporation.
  • Credibility. Incorporating your business does not only register your company name but also adds credibility. It helps in engaging your customers and gaining the trust of the investors.

How to file the Articles of Incorporation?

Submit the accomplished Articles of Incorporation to the Secretary of State’s office in the state where you prefer to register your business. There is an application fee ranging from $50 up to $500, depending on the type of the company and the state where it will be incorporated.

What does the Secretary of State do?

The Secretary of State reviews and approves filings for all businesses and organizations operating in the state. Once you file your Articles of Incorporation, the Secretary of State will have to review the document and decide whether to approve the incorporation of your business or not.

Moreover, the Secretary of State oversees foreign registration. If you operate your business in another state where it is originally incorporated, the Secretary of State may require you to file foreign registration documents.

Are Articles of Incorporation public?

Yes, Articles of Incorporation become a public document when you file it with the Secretary of State.

Your Articles of Incorporation are public documents, and they become public once the state has issued your corporation an incorporation number. You can access a copy of your Articles of Incorporation in the Department's online filing system.

Are Articles of Incorporation the same as bylaws?

No, bylaws and Articles of Incorporation are two different documents.

Bylaws are a longer document that governs the internal affairs of your corporation, such as director and shareholder voting rights, dividend payment schedules, and the election of officers.

Articles of Incorporation govern your corporation's affiliation with state governmental agencies. You file Articles of Incorporation with the Secretary of State to form your corporation, and you file bylaws with the Secretary of State to operate it.

Are Articles of Incorporation the same as Articles of Organization?

No, Articles of Incorporation and Articles of Organization are not the same.

While Articles of Incorporation are also filed to form a corporation, Articles of Organization are filed to start a limited liability company (LLC).

A limited liability company (LLC) is a business structure that provides limited liability to its owners, called members. In some states, the Articles of Organization are also referred to as Certificate of Formation or a Certificate of Organization.

Are Articles of Incorporation the same as a Certificate of Formation?

No, Articles of Incorporation and Certificate of Formation are two different documents.

Certificate of Formation is likely to be associated with Articles of Organization as they are both used to form a limited liability company (LLC).

Articles of Incorporation is filed to form a corporation.

Are Articles of Incorporation the same as a Certificate of Incorporation?

Yes, Articles of Incorporation and Certificate of Incorporation are the same. They are both used to form a corporation.

Are Articles of Incorporation the same as Operating Agreement?

No, Articles of Incorporation and Operating Agreement are different.

Operating Agreement is a document that governs the relationships and operations of a limited liability company (LLC). It is also known as Bylaws.

Are Articles of Incorporation required for LLC?

No, Articles of Incorporation are not required to be filed by a limited liability company.

Articles of Incorporation are documents needed to form a corporation, and a limited liability company is not considered a corporation. Thus, drafting Articles of Incorporation is not necessary.

Can Articles of Incorporation be amended?

Yes, Articles of Incorporation can be amended by filing an amendment with the Secretary of State. For this matter, you are required to complete an Article of Amendment, a form used by corporations to file amendments to articles or certificates.

A corporation may amend its Articles of Incorporation without a vote of the shareholders or members by following certain procedures set out in state law. You must file an amendment with the Secretary of State if you wish to change the information contained in your articles.

Can Articles of Incorporation be signed electronically?

Yes, Articles of Incorporation can be signed electronically. With the right electronic signature tool or software, you can sign your articles as long as you have a valid electronic signature.

An electronic signature is a form of electronic identification that employs the combination of an encrypted electronic signature with a unique identifier.

For your Articles of Incorporation to be valid, you must complete and submit them electronically or manually on company letterhead.

Can you file Articles of Incorporation online?

Yes, Articles of Incorporation can be filed online. However, it varies from state to state.

If you want to file your Articles of Incorporation online, you must visit the official website of the Secretary of State, where you want to incorporate or register your business.

You may also submit your Articles of Incorporation by mail and in person. Use your Secretary of State's mailing address or go to their office.

Can I file Articles of Incorporation online in California?

Yes, you can file Articles of Incorporation online in California.

The state of California offers an online article filing service. You can file your Articles of Incorporation online, but it requires you to download the forms first and fill them manually before sending them back to the Secretary of State.

Additionally, whether you file your Articles of Incorporation online, by mail, or in-person in California, you must pay up to $125 for the service fee.

How can Articles of Incorporation be amended?

In order for a corporation to amend its Articles of Incorporation, the board of directors must adopt a resolution that states the proposed amendments and then file it with the Secretary of State. The proposed amendment will become effective once it is filed with the state body.

There are no formalities needed to amend the articles of a corporation. The board of directors only needs approval from the shareholders and members about the article amendment before filing it with the Secretary of State.

Take note that not everything on the Articles of Incorporation can be amended. Corporations can file an Article of Amendment to change the following:

  • Corporate Name
  • Business Address
  • Number of Directors
  • Primary or Secondary Purpose
  • Authorized Capital Stock

How long does it take to process articles of incorporation?

The processing time for Articles of Incorporation varies from state to state, but typically, it is ten business days. However, it may take longer than that if you do not pay the article filing fee in full or if your articles are incomplete or not submitted properly.

If you provide incorrect information on your articles or submit them late, there is a good chance that they will get rejected.

To avoid this, make sure to double-check the information you have submitted and pay your article filing fee on time.

Can Articles of Incorporation be canceled?

Yes, under certain circumstances, you can cancel your Articles of Incorporation by filing a Certificate of Cancellation with the Secretary of State. To do this, you must request to cancel your articles from the corporation or limited liability company or the incorporator.

The article cancellation usually takes around 30 days depending on the Secretary of State's office since it involves the publication of a notice in a newspaper stating that the articles have been canceled by the corporation or limited liability company (LLC).

Since article cancellation will result in the dissolution of your company, you are required to follow specific procedures before filing a Certificate of Cancellation with the Secretary of State.

Your Certificate of Cancellation may be canceled if:

  • an article is defective;
  • the articles have not been published in a newspaper, and the notice has not been sent to the known creditors or members of the company or LLC for four months after the publication;
  • a court order cancels them; or
  • the corporation or LLC revokes the articles.

What are the Articles of Incorporation for a nonprofit organization?

Nonprofit organizations can incorporate their organization by filing Articles of Incorporation.

Before filing the article, an organization must plan its nonprofit objectives in detail. After which, they need to file their Articles of Incorporation with the Secretary of State. The articles should include the following:

  • Corporation name;
  • Objectives or purpose;
  • Fiscal agent;
  • Mission statement;
  • Number of directors required, names and addresses of first board members; and
  • A statement that the corporation is organized as a nonprofit corporation.

When do Articles of Incorporation expire?

Articles of Incorporation expire once your business or corporation is dissolved.

If you do not dissolve your corporation, your Articles of Incorporation filed with the Secretary of State will stay valid until the date of expiration stated on it, if applicable. It means that some states may require corporations to specify or give a definite date until when they operate their business.

When to amend Articles of Incorporation?

You should file an article amendment anytime you need to change something in your Articles of Incorporation. For example, if your company needs to significantly change its business operations or purpose, then it may be the right time for you to file for an article amendment.

You can file an article amendment by filing an Article of Amendment and an Amended Articles of Incorporation. Amended Articles of Incorporation is similar to the original Articles of Incorporation, except that it shows what changes occurred over time.

Amended Articles of Incorporation may include:

  • a change of name;
  • changes in the structure of company ownership;
  • reorganization or merger;
  • changes in the stated objectives or purposes;
  • modifications to the articles' format;
  • the addition of officers, directors, or managers;
  • the initial appointment of officers; or
  • the election of new directors by majority vote instead of plurality vote.

When to update Articles of Incorporation?

You need to periodically update your Articles of Incorporation if there are significant changes in the article's definitions. If you do not, the Secretary of State may assume that your company is no longer operating or has gone out of business.

You should file an Article of Amendment for these changes if the article amendment yielded the following changes:

  • adding, modifying, or removing any directors;
  • adding, modifying, or removing the officers;
  • restoring directors' ability to appoint their own successors; or
  • modifying voting rights.

Where are Articles of Incorporation filed?

Articles of Incorporation are filed with the Secretary of State in the state where your corporation was established.

Where are my Articles of Incorporation?

Once you file your Articles of Incorporation with the Secretary of State, it will be available on the public database. You can access your article at any time using the Secretary of State's online search engine. If you are unable to retrieve the article, you can contact the Secretary of State.

What are the Articles of Incorporation for an LLC?

You cannot use the Articles of Incorporation to form a limited liability company (LLC). To form an LLC, you need to file Articles of Organization with your state where you established your business.

Articles of Organization is also called Certificate of Formation, Election by a Business to be an LLC, Articles of Creation, or Formation Documents. It includes the following information:

  • Name of the LLC;
  • Address of business;
  • Names and addresses of its managers or members;
  • The relation between the manager and the company (optional); and
  • A statement that the company is organized as an LLC.

You can file Articles of Organization online, by mail, or by fax.

Why are Articles of Incorporation so important?

Articles of Incorporation are the foundation of your corporation. They include the article's definitions, article structure, and other important information about your company. If you operate as a corporation but did not file Articles of Incorporation with the state, you may face serious legal consequences.

You should keep your article on file with the state to ensure that you are protected under the corporate status of your company. You should also update the article when necessary to reflect any changes in your company.

What is the difference between Articles of Association and Articles of Incorporation?

Articles of Incorporation are the foundation of your corporation. They include article definitions, article structure, and other important information about your company.

On the other hand, Articles of Association are the articles that define the rules for operating your business under a company or cooperative form of ownership. They help you manage your company more effectively because they specify the roles of the different people associated with the company.

What are the documents required for the incorporation of a company?

The documents required for the incorporation of a company differ according to state laws. Generally, they include the Articles of Incorporation, filing fee, and article structure.

What is article structure?

Article structure refers to the article's definitions. The article must include a name different from the names of other businesses in the state and the article format used for titles, headings, and signature blocks. It must also include a statement of purpose that indicates its business activities, powers, and purposes.

What are the processes to incorporate a company?

A company that wants to incorporate must file its Articles of Incorporation with the Secretary of State where the company is headquartered.

Here are the steps you may take to incorporate a company.

  1. Decide on the business name and article format.
  2. Choose a registered agent or person responsible for receiving official correspondence from the Secretary of State.
  3. Prepare the article structure.
  4. Draft Articles of Incorporation in compliance with the article structure.
  5. Prepare your payment for filing or service fee.
  6. Submit your Articles of Incorporation to the Secretary of State online, in person, or by mail.

What are the advantages of incorporating your company?

There are many advantages of incorporating your business, such as:

  • Limited Liability. You can limit your personal liability for the debts of the company. Your Articles of Incorporation protects you from being held personally liable in case your business is sued because of any misconduct.
  • Perpetual Existence. Corporations exist forever unless they are dissolved or merged with another company or other entity.
  • Transferable Shares. You can transfer the ownership of your company to another person or entity.
  • Rights and Privileges. Your Articles of Incorporation provide you with rights and privileges, such as voting right in corporate elections, receipt of dividends, and participation in management meetings.
  • Business Formation. You can establish a standard business structure that is easy to operate and upgrade.
  • Tax Benefits. Corporations are subject to lower tax rates than individuals, other company forms, or nonprofits under the Internal Revenue Code. Also, you may be able to claim additional tax deductions if your Articles of Incorporation include expenses related to your business activities.
  • Security. Your Articles of Incorporation are on file with the Secretary of State, making them safe, and it is easier for you to apply for business permits and licenses.

What are the disadvantages of incorporating your business?

There are certain disadvantages of incorporating your business, such as:

  • Higher Franchise Taxes. Corporations are subject to higher franchise taxes than other business forms or nonprofits under the Internal Revenue Code.
  • Creation of Separate Legal Entity. Your business becomes a separate legal entity with its own rights, privileges, liabilities, and restrictions under the law.
  • Perpetual Business Activity. You must continue your business activity or face dissolution under the article bylaws unless you transfer your article to another company or other entity.
  • Paperwork and Reporting. You must file article meeting minutes and annual reports to maintain the article's good standing with the Secretary of State.
  • Limits on Ownership. Your Articles of Incorporation may limit the number of shareholders, membership rights, and size of your company. You are generally prohibited from transferring ownership interest in your Articles of Incorporation or creating a security interest over it. It means that shareholders have less ability to sell their shares if they need liquidity unless the article has significant accumulated earnings.
  • Conflicts Between Shareholders. If you incorporate your business, you will need the permission of your shareholders or members to take any steps in your business. When there is no unity among shareholders or members, there is the potential for conflict.

Who should incorporate their company?

In general, any venture that requires a contract with another company or person to protect personal assets from potential liabilities should incorporate, including the following:

  • A business that is capable of generating significant income
  • A business with employees or an unlimited number of shareholders
  • Investments, such as real estate and stocks
  • Established businesses that may want to protect owners from debts and liabilities created prior to the article
  • New businesses with substantial assets or risk of liability exposure

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