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Articles of Incorporation & Certificates of Incorporation

Includes articles and letter of transmittal. Download the state specific Articles of Incorporation.

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What Are Articles of Incorporation?

The articles of incorporation is the cornerstone legal form used to incorporate a company. They allow the corporation to establish its business purposes, a board of directors, number and classes of stock shares authorized, name a registered agent to receive official papers and legal documents on behalf of the corporation, and other basic facts about its existence and authority to act for the purposes set forth in the articles.

Why Articles of Incorporation are Necessary

A corporation exists by registering certain documents and complying with procedures established under corporate law for filings with the secretary of state. The law governing organization of corporations varies by state, but all states require registration of the articles of incorporation with the government department overseeing corporate filings, usually the secretary of state.

The articles of incorporation may also be referred to as a certificate of incorporation, articles of organization, or other term, depending on the type of business entity and jurisdiction. For example, in a limited liability corporation, or LLC, the founding documents are called articles of organization, and in a partnership they may by called articles of partnership. All of these examples of business forms may have different titles, but they serve basically the same purpose that forms for articles of organization do.

What the Articles of Incorporation Need to Include

The following are just some of the basic requirements the secretary of state will typically require when filing a certificate of incorporation:

  • The name of the business corporation. There are rules regarding corporate names. The incorporation packages offered by US Legal Forms include the appropriate name reservation forms and instructions for your state.
  • The purpose of the business corporation. A general description and the functions related to it may be described. For example, in a public benefit corporation, the charitable and public purposes could be described in the certificate of incorporation.
  • Address of the business corporation or the main corporate headquarters.
  • The name and address of the registered agent who will serve as the representative to receive mail from the secretary of state and to whom service of legal process should be addressed to. A street address, rather than a post office box number is typically required.
  • The name and address of the incorporator responsible for formation of the corporation. The articles of incorporation may be signed by the incorporator or an attorney. Corporate articles may also be signed by a director or officer if they have already been elected.
  • The articles of incorporation should state the class of shares issued and the monetary value of each.
  • There are special requirements depending on the type of business corporation involved. For example, a non-profit corporation is usually required to include a statement regarding its nonprofit status, instead of the number of shares authorized, and whether it will have members.

What is the "Articles of Incorporation" form?

"Articles of Incorporation" is the title of a form to be filed with your Secretary of State or Corporate Division's records in order to officially start up a corporation. In some states, this form has another name such as, "Articles of Formation" or "Certificate of Incorporation," but the effect is the same. The form itself is relatively brief, anywhere from one to four pages long. You fill out the form with your information, normally including the corporate name, the names and addresses of the owners, directors and/or officers, the share price, number of shares issued and shares owned by each owner, location of the corporation's registered office and registered agent for receipt of legal process, and other required information, which varies slightly from state to state. The completed form must be mailed in as instructed, with a filing fee.

Why Incorporate?

One of the chief legal features of a corporation is the protection of individual investors/owners from liability for the faults or debts of the corporation. This statutory protection is sometimes called the "corporate veil," meaning a barrier between the shareholders and the corporation itself. If the corporation is unable to pay its debts, for example, the creditors cannot sue the individual shareholders in an attempt to take their personal property to reimburse the corporation's debt. The sale of the corporation's assets is the only remedy for the creditors. The corporate veil allows the shareholders to be free of fear of loss of their personal wealth if the corporation fails. Only in extreme cases of personal, intentional (and often criminal) wrongdoing by an owner, officer or director can that personal be held personally liable.

What is the USLF Incorporation Package?

Rather than purchasing our various corporate forms individually, USLF's State Incorporation Packages include all forms needed to form a corporation in your state, and a step by step instructional guide to walk you through the incorporation process. Importantly, the package also includes forms needed after incorporation such as minutes, notices, and by-laws. Items Included: Steps to Incorporate; Articles or Certificate of Incorporation; By-Laws; Organizational Minutes of the Incorporators, Shareholders and Directors; Annual Minutes; Notices of Special Meetings; Blank Resolution forms; Waiver of Notice of Meeting Forms, Stock Transfer Ledger, Simple Stock Certificate, IRS Form SS-4 to apply for Tax Identification Number, and IRS Form 2553 to apply for Subchapter S tax treatment.

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