Articles of Incorporation Vs. Certificate of Incorporation

by Mary Jane Freeman; Updated September 26, 2017

Introduction

One of the first steps to starting a corporation is to file articles of incorporation with the state in which you plan to operate, usually with the office of the secretary of state or attorney general. Some states refer to this document as a certificate of incorporation. In the past, states such as Illinois used to send filers a document by the same name as proof of filing, but this is no longer the case. Although form names can differ, the information you must disclose on this document is usually uniform between states and includes such things as the company's name, address and purpose.

Company Name

Identify the name of your company. Typically, the name must be different from the names of other corporations operating in the state. It also must contain an identifier as part of its name, such as incorporated, limited or LLC. Several states, such as Oklahoma, provide searchable databases online that you can use to verify whether a name you're interested in is already in use. Some states, such as Massachusetts and Texas, allow you to reserve a name for a fee.

Company Purpose

Describe the type of business your company will engage in. This can often be a general statement, such as the often-used "any lawful act or activity for which corporations may be organized under the laws of (state)." The more general the statement, the less restricted you will be if your company decides down the road to change the services it provides.

Additional Names and Addresses

In some states, you must provide the address of the company's headquarters on the articles of incorporation. This address may be different from where you will conduct business. You must provide the name of your registered agent and his address. This is the person authorized to receive legal documents on your company's behalf in the state if your company is sued. You also must include the name and signature of the incorporator. This is the person who prepares and files the articles of incorporation for the company. Some states, such as Delaware, require you to also include the incorporator's address. Depending on the state, the names and addresses of your initial directors may be required.

Shares

Identify the total number of shares the corporation may issue, regardless of whether it plans to do so in the near future or at all. Shares represent ownership in the company. For example, if someone is issued 100 shares out of 100 shares available, he is the sole owner of the company. On the other hand, if he is issued 50 of those 100 shares, he owns 50 percent of the company. Some states also require listing the different classes of stock, whether common stock or preferred stock, and par value.

About the Author

Based on the West Coast, Mary Jane Freeman has been writing professionally since 1994, specializing in the topics of business and law. Freeman's work has appeared in a variety of publications, including LegalZoom, Essence, Reuters and Chicago Sun-Times. Freeman holds a Master of Science in public policy and management and Juris Doctor. Freeman is self-employed and works as a policy analyst and legal consultant.