Articles of Incorporation: Definition, Purpose, and Key Requirements

What they are

Articles of incorporation (also called a corporate charter, articles of association, or certificate of incorporation) are the formal documents filed with a state government to create a corporation. Filing them legally establishes the corporation and makes basic company information a matter of public record.

Why they matter

Filing articles of incorporation:
* Creates the legal entity recognized by the state.
* Enables the corporation to issue stock and raise capital.
* Provides personal liability protection for owners (limited liability).
* May affect tax treatment and eligibility for certain corporate benefits.
Because they are public records, articles also provide transparency to creditors, investors, and regulators.

Where and how to file

• File with the Secretary of State (or equivalent) in the state where you choose to incorporate.
• Many businesses incorporate in states with business-friendly laws (e.g., Delaware, Nevada), though you must register and pay fees in any other state where you do business.
• States charge filing fees and may offer online or paper submission options; fees vary by state and filing method.
• After submission the state reviews the filing and may request clarifications before issuing a certificate of incorporation.

Core contents of the document

Although requirements vary by state, articles of incorporation typically include:
* Corporate name.
* Registered agent name and address (agent for service of process).
* Type of corporation (for‑profit, nonprofit, professional, nonstock, etc.).
* Purpose of the corporation (often stated broadly to allow flexibility).
* Authorized shares: number and classes of stock, if any.
* Names and addresses of initial directors (in some states).
* Name, signature, and address of the incorporator(s).
* Duration of the corporation, if not perpetual.
Optional provisions sometimes added:
* Limitations on directors’ liability.
* Procedures for stockholder actions without a meeting.
* Authority to call special meetings.

How they differ from other documents

• Bylaws — Internal rules governing management and procedures; not usually filed with the state. Articles are external, formation documents.
• LLC operating agreement — Equivalent internal governance document for an LLC. Articles form corporations; operating agreements govern LLC members.
• Business license — Local or industry-specific permission to operate; narrower in scope and separate from corporate formation.
• Business plan — Strategic internal document for operations, investors, and lenders; not a legal formation document.

Practical notes

• Articles become public records once accepted.
• Foreign corporations (those formed in one state doing business in another) must register in each state where they operate.
• A corporation cannot issue stock or enjoy full corporate protections until properly incorporated.
• A sole owner can incorporate; a corporation may have a single shareholder and director where state law allows.

Typical filing steps

1. Choose a state of incorporation.
2. Select a corporate name that complies with state rules.
3. Appoint a registered agent.
4. Complete the state’s articles/certificate form, including required provisions.
5. Submit the form and pay the filing fee.
6. Receive certificate of incorporation and retain copies of filed documents.
7. Draft internal governance documents (bylaws), hold initial director/shareholder meetings, and issue stock as appropriate.

Example (brief)

State forms vary: some use checkboxes for certain provisions, others require written responses (e.g., corporate purpose). Nonprofit and for‑profit filings have different templates and certification sections where the incorporator affirms the accuracy of the information.

Frequently asked questions

Q: Can one person incorporate a business?
A: Yes. Many states allow a single incorporator who can be the sole shareholder, director, and officer.

Q: Do articles of incorporation replace bylaws?
A: No. Articles create the corporation and state essential facts; bylaws set internal rules and procedures.

Q: Are articles of incorporation the same across states?
A: No. Required content and procedures vary by state, though the basic elements are similar.

Conclusion

Articles of incorporation are the foundational legal documents for forming a corporation. They establish the corporation’s existence, set out essential public information, and enable key corporate rights and protections. Careful preparation and correct filing are essential to secure legal recognition and the benefits that follow.