Articles of Incorporation
Articles of incorporation are the formation document filed with a state to create a corporation. They typically provide basic information such as the corporation’s name, registered agent, share structure, and incorporator, although requirements and terminology vary by state.
“The founders filed articles of incorporation with the state, creating the corporation and listing basic information such as its legal name, registered agent, and authorized shares.”
What Are Articles of Incorporation?
Articles of incorporationCorporation DefinitionA corporation is a legal entity created under state law that is separate from its owners, usually called shareholders. It can own property, enter contracts, incur debts, sue or be sued, and operate...View definition are the formation document filed with a state to create a corporation under that state’s law. Once the filing becomes effective and the statutory requirements are satisfied, the corporation exists as a legal entity separate from its owners.
The exact name of the document varies by jurisdiction. Some states use the term articles of incorporation, while others use certificate of incorporation, corporate charter, or similar terminology. Delaware, for example, uses the term certificate of incorporation. Its corporate statute requires specified information to be included in that filing. See Delaware General Corporation Law § 102.
What Do Articles of Incorporation Do?
Articles of incorporation formally establish the corporation with the state. They are not simply an internal business plan or a private agreement among the founders.
The filing generally performs several important functions:
- Identifies the new corporation
- Creates the corporation under the governing state statute when the filing becomes effective
- Provides basic public information about the entity
- Identifies a registered agent or registered office when required
- Establishes the corporation’s authorized share structure when required
- Identifies the incorporator or other organizer information required by state law
The filing is foundational, but it is only one part of forming and organizing a corporation. The corporation may also need bylaws, initial board actions, stock issuances, tax registrations, licenses, shareholder agreements, and ongoing state filings.
What Information Is Included in Articles of Incorporation?
The required contents depend on the state and the type of corporation. Common items may include:
- Corporate name: The legal name of the corporation.
- Registered agent and registered office: The person or service designated to receive official legal documents where required.
- Corporate purpose: Some states require a purpose statement, which may be broad unless a more specific purpose is required.
- Authorized shares: The number or classes of shares the corporation is authorized to issue.
- Par value: A stated par value may be required or permitted for authorized shares, depending on the jurisdiction and structure.
- Incorporator: The person or entity signing or submitting the formation filing.
- Initial directors: Some states or filing structures may require or permit director information.
These are common examples, not a universal checklist. State corporate statutes and filing forms control what must be included.
Articles of Incorporation vs. Bylaws
Articles of incorporation and corporate bylaws serve different purposes.
| Articles of Incorporation | Bylaws |
|---|---|
| Filed with the state | Usually kept as an internal corporate document |
| Create the corporation when legally effective | Set rules for internal governance |
| Contain basic formation information required by law | Often address meetings, voting, officers, directors, notices, and procedures |
| Usually become part of the public state filing record | Generally are not filed publicly with the state as part of ordinary formation |
A corporation generally needs both a valid formation filing and internal governance rules, but the two documents are not interchangeable.
Articles of Incorporation vs. Articles of Organization
The names sound similar, but they normally refer to different entity types.
- Articles of incorporation are associated with forming a corporation.
- Articles of organizationLimited Liability CompanyA limited liability company, or LLC, is a business entity created under state law whose owners are called members. It generally separates the company’s legal obligations from the members’ personal assets while allowing...View definition are commonly associated with forming a limited liability company.
State terminology varies. For example, Delaware calls the LLC formationLLCLLC stands for limited liability company, a business entity formed under state law whose owners are called members and who generally are not personally liable for the company's debts solely because they own...View definition document a certificate of formation and the corporate formation document a certificate of incorporation. The important question is not the label alone, but which document the governing state requires for that entity type.
Are Articles of Incorporation Public?
Formation filings are generally submitted to a state filing office and commonly become part of the state’s public business-entity record. Exactly what information is publicly displayed or available for purchase depends on the state.
Because these filings can be public, founders should understand which addresses and names will appear on the document before filing. A registered agent service or other lawful business address arrangement may be relevant depending on the state’s rules and the company’s circumstances.
Can Articles of Incorporation Be Amended?
Yes. State corporation laws generally provide a process for amending a corporation’s formation document after incorporation. An amendment may be needed to change information such as the corporate name, authorized share structure, classes of stock, or other charter provisions.
The required approvals and filing procedure depend on state law, the corporation’s existing charter, and the nature of the amendment. Some changes may require board and shareholder approval before an amendment can be filed.
Articles of Incorporation vs. Certificate of Incorporation
In many contexts, these terms describe the same basic category of corporate formation document, with the preferred name determined by the state.
For example, a person forming a Delaware corporation files a certificate of incorporation with the Delaware Division of Corporations. Delaware’s official guidance explains that the certificate must include information such as the entity name, registered agent information, incorporator information, and, for stock corporations, the authorized shares and par value. See Delaware’s guide to forming a Delaware corporation.
Articles of Incorporation Example
Suppose two founders want to create a corporation called Northstar Robotics, Inc. They prepare the state’s required incorporation document, list the corporation’s legal name and registered agent, authorize a specified number of shares, and identify the incorporator. They then file the document with the state. Once the filing becomes legally effective, Northstar Robotics, Inc. exists as a corporation under that state’s law.
The key distinction is simple: the articles of incorporation are the state-filed document that creates the corporation, while documents such as bylaws and shareholder agreements govern how the corporation operates after it exists.