How Do I Get An Article Of Incorporation
How Do I Get An Article Of Incorporation: A Simple Guide for New Entrepreneurs
Starting a business is exciting, but navigating the legal paperwork can feel overwhelming. If you're planning to form a corporation (whether S Corp or C Corp), one of the first and most crucial documents you'll need is the Articles of Incorporation (sometimes called the Certificate of Incorporation). You might be wondering: How do I get an Article of Incorporation, and what exactly does it entail?
Good news! While it sounds complex, the process of securing your Articles of Incorporation is straightforward if you know the steps. This comprehensive guide will walk you through everything, from preparation to filing, ensuring your business gets off the ground legally and efficiently. Let's dive in!
What Exactly Are Articles of Incorporation?
Think of the Articles of Incorporation as the foundational charter or "birth certificate" of your new corporation. This legal document is filed with the appropriate state authority (usually the Secretary of State or a comparable department) to legally establish your company as a distinct corporate entity.
By filing this document, you formally separate your business from your personal finances and liabilities, which is one of the primary benefits of incorporation. Without it, your corporation does not legally exist.
The information contained within the articles sets the basic framework for how the corporation will operate. Therefore, accurately completing this document is essential for long-term compliance and governance.
The Preparation Phase: Before You File
Before you even think about filing, there are several key decisions you must finalize. Jumping ahead without this preparation could lead to costly amendments later on. Taking the time upfront saves headaches down the road.
Choosing Your Business Name and Registered Agent
The first critical step is choosing a unique business name that complies with your state's regulations. This usually means the name must not be currently in use by another incorporated entity in that state, and it must include a corporate designator (like Inc., Corporation, or Co.).
You will need to check the state's business name database for availability. Furthermore, every state requires you to designate a Registered Agent. This person or service is responsible for receiving official legal documents and government correspondence on behalf of your corporation.
Your Registered Agent must have a physical street address (not a P.O. Box) in the state where you are incorporating and must be available during standard business hours. Choosing a professional Registered Agent service is highly recommended for stability and privacy.
Defining Your Corporate Structure
The Articles of Incorporation also require you to outline basic structural details. This includes the purpose of your corporation, which can often be broad ("to engage in any lawful act or activity"), but sometimes needs to be specific depending on your industry.
You also need to determine the number of authorized shares the company can issue. This is a crucial early decision that affects ownership structure and future fundraising capabilities. While you don't necessarily issue all shares immediately, you must state the maximum number authorized.
Step-by-Step: How Do I Get An Article Of Incorporation Filed?
Once you have all your preliminary details sorted out—the name, the agent, and the shares—it's time for the actual filing process. There are two main paths you can take to officially file your Articles of Incorporation.
Method 1: Filing Directly with the State
This is the DIY approach. You will need to locate the website of the Secretary of State (or equivalent filing office) in the state where you wish to incorporate. Most states now offer online filing portals, which significantly speeds up the process.
The steps typically look like this:
- Download or Access the Form: Find the specific form for "Articles of Incorporation" for your type of corporation (C-Corp or S-Corp).
- Fill in the Required Information: Carefully input all the details you prepared earlier (name, agent, authorized shares, etc.).
- Pay the Filing Fee: Each state charges a mandatory filing fee, which can vary significantly (from $50 to several hundred dollars).
- Submit the Documentation: Submit the form online or mail physical copies to the state office.
- Wait for Approval: Processing times vary, but electronic filings usually take days, while mail can take weeks. Once approved, the state will send back a stamped or certified copy—this is your official document.
Method 2: Using Professional Filing Services
If you find the state forms confusing or simply want to ensure everything is done correctly the first time, using a dedicated business formation service (like LegalZoom or Northwest Registered Agent) is a fantastic alternative. These services handle the entire process for you.
They ensure you select a compliant name, manage the Registered Agent requirements, and double-check your application for errors before submitting it. While there is an added service fee, the peace of mind and time saved often make this option well worth the cost, especially for busy founders. If you are struggling with how do I get an Article of Incorporation filed quickly and without errors, this method is your best bet.
Key Information Required for Filing
Regardless of whether you file directly or use a service, your Articles of Incorporation must include, at minimum, the following pieces of information:
- The exact, legal corporate name.
- The physical street address of the corporation's primary office.
- The name and physical address of the designated Registered Agent.
- The purpose of the corporation.
- The number of authorized shares of stock (and often their par value).
- The name and signature of the incorporator (the person completing and submitting the documents).
- The names and addresses of the initial board of directors (in some states).
What Happens After Filing?
Receiving your approved Articles of Incorporation is not the end of your corporate journey—it's just the beginning. The state has officially recognized your company, but now you need to set up its internal operations and secure federal clearances.
Your next steps should include:
- Get an EIN: Apply for an Employer Identification Number (EIN) from the IRS. This is necessary for opening bank accounts, hiring employees, and filing taxes.
- Draft Corporate Bylaws: Bylaws are the internal rules governing how your corporation will be run (e.g., how often board meetings are held, voting procedures). Unlike the Articles, these are internal documents and are usually not filed with the state.
- Hold an Organizational Meeting: The initial board of directors must meet to elect officers, adopt the bylaws, and issue stock. This meeting must be properly documented in corporate minutes.
- Open Bank Accounts: Use your Articles of Incorporation and EIN to open dedicated corporate bank accounts.
Remaining compliant means adhering to both the requirements laid out in your Articles and the rules defined in your internal bylaws. Keep your original, certified Articles of Incorporation in a safe place, as you will need them often.
Conclusion
Learning how do I get an Article of Incorporation is the first major legal hurdle new corporations face. Whether you choose to handle the filing yourself by working directly with the state's office or delegate the task to a professional service, the key is thorough preparation and attention to detail regarding your business name, Registered Agent, and share structure.
Once filed and approved, these articles cement your status as a legally recognized corporation, providing the liability protection and structural organization necessary for growth. Congratulations—you've taken a massive step toward building a legitimate and sustainable enterprise!
FAQ About Articles of Incorporation
- What is the difference between Articles of Incorporation and Corporate Bylaws?
- The Articles of Incorporation are filed publicly with the state and establish the corporation's existence and basic structure. Corporate Bylaws are internal documents that govern the day-to-day operations and management of the corporation; they are usually not filed with the state.
- How long does it take to get an Article of Incorporation approved?
- Processing times vary greatly by state and filing method. Online filings typically take 3 to 10 business days. Paper filings by mail can take several weeks. Many states offer expedited processing for an additional fee.
- Where do I file the Articles of Incorporation?
- You file the Articles of Incorporation with the Secretary of State's office or the equivalent business filing division in the state where you choose to incorporate your business.
- Do I need an attorney to help me file my Articles of Incorporation?
- While an attorney can ensure maximum compliance, it is not legally required for basic filing. If your corporate structure is simple, you can use state forms or professional filing services. If your structure is complex (e.g., multiple share classes, complex funding), consulting an attorney is highly recommended.
How Do I Get An Article Of Incorporation
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